Common use of Real Property Clause in Contracts

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b2.15(a) of the Company Seller Disclosure Letter contains Schedule sets forth a true and complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”)Leases. The Company Seller has heretofore delivered or made available to Newco the Buyer a true and complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)each Lease. With respect to each of Lease, except as would not reasonably be expected to have, individually or in the Leases: aggregate, a Seller Material Adverse Effect or be material to the MRT Program, taken as a whole: (Ai) such Lease is valid, binding, enforceable and in full force and effect, and the Company’s Seller or Subsidiary’s a Selling Subsidiary enjoys peaceful and undisturbed possession and quiet enjoyment of the Leased Real Property Property; (ii) neither the Seller nor any Selling Subsidiary is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and the Seller has paid all rent due and payable under such Lease; (iii) neither the Seller nor any Selling Subsidiary has received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Seller or a Selling Subsidiary under any of the Leases and, to the Seller’s Knowledge, no other party is in default thereof, and no party to any Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes exercised any termination rights with respect to such Lease; thereto; (Biv) neither the Company or Seller nor any Selling Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and and (Dv) there are no liens neither the Seller nor any Selling Subsidiary has pledged, mortgaged or encumbrances otherwise granted a Lien on its leasehold interest in any Leased Real Property. (b) Except as would not reasonably be expected to have, individually or in the estate aggregate, a Seller Material Adverse Effect or interest created by such Leasebe material to the MRT Program, taken as a whole, (i) neither the Seller nor any Selling Subsidiary has received any written notice of (A) material violations of building codes or zoning ordinances or other than Permitted Liens which are not of applicable Laws, (B) existing, pending or, to the type described Seller’s Knowledge, threatened in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in writing, condemnation proceedings affecting the Leased Real PropertyProperty or (C) existing, free pending or to the Seller’s Knowledge, threatened in writing, zoning, building code or other moratorium proceedings, or similar matters, which could reasonably be expected to materially and clear of all liens other than Permitted Liens. To adversely affect the knowledge ability to operate the Leased Real Property as currently operated and (ii) during the tenancy of the CompanySeller or any Selling Subsidiary, neither the Company whole nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any portion of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the Property has been damaged or destroyed by fire or other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiarycasualty. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither Section 3.09(a) of the Company nor Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its Subsidiaries owns zoning Laws so as to affect or has ever owned any real propertypotentially affect the Leased Real Property. (b) Section 3.15(b3.09(b) of the Company Sellers’ Disclosure Letter contains a complete Schedule lists the street address and accurate list legal description where appropriate of all each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the existing material leasesBusiness, subleases, licenses or other agreements under which and the Company or any identity of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess lessee of 7,500 square feet (each such property, the “parcel of Leased Real Property”. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete copies of the leases and accurate copy of all Leases subleases in effect at the date hereof (including all modificationsamendments thereto and assignments in respect thereof) relating to the Leased Real Property, amendments, supplements, waivers and side letters thereto). With respect to each there has not been any sublease or assignment entered into by any of the Leases: (A) Sellers in respect of the Company’s or Subsidiary’s possession leases and quiet enjoyment subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property under such Lease is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been disturbeddrawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the Company’s or Subsidiary’s knowledge, there are no disputes security deposits into compliance with respect to each such Lease; (B) the Company lease or Subsidiary sublease, as applicable. No Seller has not collaterally assigned or granted received notice of any other security interest in such Lease pending condemnation proceeding or any interest therein; (C) threatened condemnation that would preclude or impair the Company or Subsidiary has not subleased, licensed or otherwise granted use of any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on by the estate or interest created by such Lease, other than Permitted Liens Business for the purposes for which are not it is currently used. No Seller has received notice of the type described applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property. (c) The Owned Real Property and the Leased Real Property constitute all of the real property used in clause the conduct of the Business. (iiid) Except as set forth in Section 3.09(d) of the definition thereof. The Company and/or its Subsidiaries Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and own valid leasehold estates title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of all liens other than any Liens, except, in each case, for Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any LeaseEncumbrances. (ce) Except as set forth in Section 3.15(c3.09(e) of the Company Sellers’ Disclosure Letter contains a complete and accurate list Schedule, no options or rights of all first offer or rights of the existing subleases, licenses first refusal or similar agreements (each a “Sublease”) granting rights or options have been granted by any Seller to any Person, Person (other than the Company Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of its Subsidiaries, any right the Owned Real Property or leases or subleases relating to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither Except as would not, individually or in the Company nor any aggregate, reasonably be expected to have a WWE Material Adverse Effect, WWE or one of the WWE Subsidiaries is the sole owner of each parcel of real property owned by WWE or its Subsidiaries owns (the “Owned Real Property”) and, subject to the Permitted Encumbrances, WWE or one of the WWE Subsidiaries has ever owned good and valid title and, to the knowledge of WWE, marketable title to the Owned Real Property, and the Owned Real Property is free and clear of any real propertyEncumbrance, except for Permitted Encumbrances. Section 3.10(a) of the WWE Disclosure Letter sets forth the address of each parcel of Owned Real Property that is material to the business of WWE and the WWE Subsidiaries, taken as a whole, as of the date of this Agreement and designates WWE or the applicable WWE Subsidiary that is the owner thereof. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leasesExcept as would not, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now individually or in the futureaggregate, any reasonably be expected to have a WWE Material Adverse Effect, WWE or one of the WWE Subsidiaries holds a valid and existing leasehold interest in the real property in excess of 7,500 square feet that is leased, subleased, licensed, used, or otherwise occupied by WWE or such Subsidiary, as applicable, from another Person (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens Encumbrances other than Permitted LiensEncumbrances. To the knowledge Section 3.10(b) of the CompanyWWE Disclosure Letter sets forth each WWE Lease that is material to the business of WWE and its Subsidiaries, taken as a whole, as of the date of this Agreement and identifies the street address of the applicable Leased Real Property subject thereto. As of the date of this Agreement, neither the Company WWE nor any of its Subsidiaries is in material WWE Subsidiary has received any written notice regarding any violation or breach of or default under any LeaseWWE Lease that has not since been cured, except for violations or breaches that are not, individually or in the aggregate, reasonably expected to have a WWE Material Adverse Effect. (c) Section 3.15(c) of The Owned Real Property and the Company Disclosure Letter contains a complete and accurate list of Leased Real Property collectively constitute all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting material real property necessary to any Person, other than operate the Company or any business of WWE as currently conducted in all respects material to the business of WWE and its Subsidiaries, taken as a whole. No casualty event has occurred with respect to any right to use Owned Real Property or occupyLeased Real Property that has not been remedied in all material respects, now except as would not, individually or in the futureaggregate, reasonably be expected to have a WWE Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a WWE Material Adverse Effect, no condemnation event is pending or, to the knowledge of WWE, threatened, with respect to any Owned Real Property or, to the knowledge of the WWE, Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b4.18(b) of the Company Disclosure Letter contains sets forth a true and complete and accurate list of all each lease, sublease, license, easement and other similar agreement, together with any amendments, renewals and guarantees thereof or thereto (each, a “Real Property Lease”) and the street address of the existing material leases, subleases, licenses or other agreements each parcel under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, occupy any real property in excess pursuant to a Real Property Lease at which operations of 7,500 square feet the Company and its Subsidiaries are conducted (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco Parent a true, correct and complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease Lease. Except as has not been disturbedand would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (i) each Real Property Lease is valid, binding and in full force and effect; (ii) none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any counterparty, is in breach or default under any Real Property Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a material default by the Company, any of its Subsidiaries or any counterparty under any Real Property Lease; and (iii) the Company or the applicable Subsidiary has, to the Company’s or Subsidiary’s knowledgeKnowledge, there are no disputes with respect a good and valid leasehold interest, subject to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) terms of the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such LeaseLease applicable thereto, other than Permitted Liens which are not in each parcel of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, in each case free and clear of all liens Liens other than Permitted Liens. . (c) As of the date of this Agreement, none of the Leased Real Properties have been leased or subleased to any Person other than the Company or any of its Subsidiaries. (d) To the knowledge Knowledge of the Company, neither the Company nor any of its Subsidiaries is in has received any written notice of any material breach violation of or default under any LeaseLaw relating to any Leased Real Property. (ce) Section 3.15(c) of the Company Disclosure Letter contains a complete Except as has not had and accurate list of all of the existing subleaseswould not reasonably be expected to have, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now individually or in the futureaggregate, any of a Company Material Adverse Effect, neither the Leased Real Property. With respect to each of the Subleases: (A) Company nor, to the Company’s Knowledge, there are no disputes any of its Subsidiaries has received any written notice of any condemnation, eminent domain, requisition or taking by any Governmental Authority with respect to such Sublease; and (B) any Leased Real Property, or negotiations for the other party to such Sublease is not an Affiliate ofpurchase of any Leased Real Property in lieu of condemnation, and otherwise does not have any economic interest inno condemnation, the Company eminent domain, requisition or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease taking has been commenced or Sublease, (ii) any payments threatened in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount any of the security deposit, if any, applicable to such Lease or Subleaseforegoing.

Real Property. (a) Neither Schedule 1.1(a)(i)(Q) lists all real property owned by Seller included in the Company nor any of its Subsidiaries owns Seller Assets. Seller does not own or has ever owned lease any real propertyproperty in connection with the businesses of the Publications other than the Property and the Leasehold Property (as defined below). At the Closing, Seller will transfer to Buyer good and marketable fee simple title to all Property free and clear of all Liens (other than Permitted Liens). (b) Section 3.15(bSchedule 1.1(a)(i)(J) of lists all real property leases where Seller is lessee ("Facility Leases") included in the Company Disclosure Letter contains a complete and accurate list of all of Seller Assets. Other than the existing material Facility Leases set forth on Schedule 1.1(a)(i)(J) or other leases set forth on Schedule 1.1(a)(i)(L), there are no leases, subleases, licenses or other agreements under which the Company or arrangements granting to any of its Subsidiaries uses or occupies or has person the right to purchase, use or occupy, now occupy any facility or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license owned or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created leased by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any LeaseSeller. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each Facility Lease, Seller has and will transfer to Buyer at the Closing, subject to any required consent and to Section 1.4 hereof, an unencumbered interest in the leasehold estate. Seller enjoys peaceful and undisturbed possession of the Subleases: (A) property subject to each Facility Lease, subject to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) rights of the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiaryfee owners. (d) Section 3.15(d) No zoning or similar land use restrictions are presently in effect or, to Seller's knowledge, proposed, by any governmental authority that would impair the use, occupancy, or enjoyment of the Company Disclosure Letter sets forth Property for each Lease the purposes for which such Property is currently being used, and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount Seller's use of the security depositProperty is in compliance with all applicable building, if anyzoning, applicable land use, health or other codes, ordinances, laws or regulations relating to such Lease the use thereof except as would not have a Business Material Adverse Effect. No condemnation or Subleasetaking by eminent domain of the Property has occurred, is pending or, to the knowledge of Seller, is threatened. (e) The Property is served by or has access to public streets and rights of way, rights of ingress and egress, public sewage (both storm and sanitary), gas, electric and telephone utility services that are adequate for the operation of the Publications as currently conducted.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) of the The Company Disclosure Letter contains a has heretofore made available to Parent true, correct and complete and accurate list copies of all of the existing material leases, subleases, licenses or licenses, occupancy agreements and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all guaranties thereof and all material modifications, amendments, supplements, waivers and side letters thereto) (the “Real Property Leases”). With respect to each Section 4.18(b) of the Leases: (A) the Company’s or Subsidiary’s possession Company Disclosure Letter sets forth a true, correct and quiet enjoyment complete list, as of the Leased date hereof, of all Real Property under such Leases and the street addresses of the real property leased thereunder. The Real Property Leases constitute all of the real property used by the Company and its Subsidiaries. Except as would not have a Company Material Adverse Effect, (i) each Real Property Lease has not been disturbedis valid and binding on the Company or the Subsidiary of the Company that is a party thereto, and to the Knowledge of the Company’s , each other party thereto and is in full force and effect, subject to the Enforceability Exceptions, (ii) all rent and other sums and charges payable by the Company or Subsidiary’s knowledgeany of its Subsidiaries as tenants thereunder are current and all obligations required to be performed or complied with by the Company or any of its Subsidiaries thereunder have been performed, there are (iii) no disputes with respect termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its Subsidiaries or, to such the Knowledge of the Company, the landlord thereunder, exists under any Real Property Lease; , (Biv) the Company or Subsidiary and each of its Subsidiaries has not collaterally assigned or granted any other security a good and valid existing leasehold interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created each parcel of real property leased by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, it free and clear of all liens other than Liens, except Permitted Liens. To the knowledge of the Company, (v) neither the Company nor any of its Subsidiaries is in material breach of or default has received any written notice from any landlord under any Lease. Real Property Lease that such landlord intends to terminate such Real Property Lease and (cvi) Section 3.15(c) neither the Company nor any of its Subsidiaries has received written notice of any pending and, to the Knowledge of the Company Disclosure Letter contains a complete and accurate list of all Company, there is no threatened, condemnation with respect to any property leased pursuant to any of the existing subleases, licenses Real Property Leases. The Company and its Subsidiaries have not subleased or similar agreements (each a “Sublease”) granting licensed any portion of any real property that is leased pursuant to any Real Property Lease to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b6.18(a) of the Company Spinco Disclosure Letter contains a complete and accurate list of Schedule sets forth all of the existing Spinco Owned Real Properties that are material leasesto the Spinco Business (taken as a whole). Except as would not reasonably be expected to have, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now individually or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreementaggregate, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases Spinco Material Adverse Effect, (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (Ai) the Company’s applicable Pluto Entities or Subsidiary’s possession Spinco Entities have good and quiet enjoyment of valid title (or the Leased Real Property under such Lease has not been disturbed, and applicable local equivalent) to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased all Spinco Owned Real Property, free and clear of all liens Liens other than Permitted Liens, (ii) no Pluto Entity or Spinco Entity has received written notice of any pending condemnation, expropriation, eminent domain or similar Action affecting all or any portion of any Spinco Owned Real Property and (iii) no Pluto Entity or Spinco Entity has leased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Spinco Owned Real Property, other than Permitted Liens. (b) Section 6.18(b) of the Spinco Disclosure Schedule sets forth all of the Spinco Leased Real Properties that are material to the Spinco Business (taken as a whole). To Except as would not reasonably be expected to have, individually or in the aggregate, a Spinco Material Adverse Effect, (i) the applicable Pluto Entities or Spinco Entities have a valid and enforceable leasehold interest in all Spinco Leased Real Property, subject to the Remedies Exception, (ii) no Pluto Entity or Spinco Entity, or, to the knowledge of Pluto, as of the Companydate hereof, neither the Company nor any of its Subsidiaries other party thereto, is in material breach of or default under any Spinco Lease. , (ciii) Section 3.15(c) no Pluto Entity or Spinco Entity has, as of the Company Disclosure Letter contains a complete date hereof, received any written notice from any lessor of any Spinco Leased Real Property of any breach of or default under any Spinco Lease by any Pluto Entity or Spinco Entity (in each case, with or without notice or lapse of time or both), which breach or default has not been cured and accurate list of all of the existing subleases(iv) no Pluto Entity or Spinco Entity has subleased, licenses licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or similar agreements (each a “Sublease”) granting to encumbered any Person, other than the Company or interest in any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Spinco Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither the Company nor All real property and interests in real property owned in fee by it or any of its Subsidiaries owns (individually, an “Owned Property”) and all real property and interests in real property leased, subleased, licensed used or has ever owned otherwise occupied by it or one of its Subsidiaries and any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material prime or underlying leases, subleases, licenses or other use or occupancy agreements under relating thereto (individually, a “Leased Property”) are set forth or described in the Form 10-K filed by it with the SEC for the year ended December 31, 2015 or otherwise Previously Disclosed, except for any Owned Property or Leased Property which is not, individually or in the Company aggregate, material to it and its Subsidiaries, taken as a whole. It or its Subsidiaries, as applicable, has good and valid fee title to all Owned Property and good and valid leasehold title to all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a “Property” and, collectively, the “Properties”), in each case subject only to (i) (x) Liens described in the Form 10-K filed by it with the SEC for the year ended December 31, 2015, (y) Liens which are Previously Disclosed or of record and not material, or (z) inchoate workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business consistent with past practice relating to obligations as to which there is no default on the part of it or any of its Subsidiaries uses or occupies or has the right to use or occupy, now that individually or in the futureaggregate, any real property in excess of 7,500 square feet (such propertydo not impair, and would not reasonably be expected to impair, the “Leased Real Property”continued use and operation of the Property to which they relate in the conduct of the business of it or its Subsidiaries as presently conducted, (ii) leases, subleases and similar agreements Previously Disclosed or for the benefit of it or its Affiliates or which are not material to it and its Subsidiaries taken as a whole and which were entered into in the ordinary course of business consistent with past practice and (iii) easements, covenants, rights-of-way and other similar restrictions of record, if any, that, (x) are for the benefit of it or its Affiliates or (y) are granted to third parties and, individually or in the aggregate, do not impair, and each such leasewould not reasonably be expected to impair, subleasethe continued use and operation of the Property to which they relate in the conduct of the business of it or its Subsidiaries as presently conducted. Any reciprocal easements, license operating agreements, option agreements, rights of first refusal or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy rights of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With first offer with respect to each of any Property at which a casino or hotel project is operated are Previously Disclosed, except with respect to any Property which is not, individually or in the Leases: (A) the Company’s or Subsidiary’s possession aggregate, material to it and quiet enjoyment of the Leased Real Property under such Lease has not been disturbedits Subsidiaries, and to the Company’s or Subsidiary’s taken as a whole. To its knowledge, there are no disputes with respect to such Lease; (B) the Company physical conditions or Subsidiary has not collaterally assigned or granted defects at any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) Properties at which casino or hotel operations are conducted which impair or would be reasonably expected to impair the continued operation and conduct of the definition thereof. The Company and/or its Subsidiaries have casino, hotel and own valid leasehold estates in the Leased Real related businesses as presently conducted at each such Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Companyits knowledge, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing leases, subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, and other than the Company or any of its Subsidiaries, any right to use or occupyoccupancy agreements pursuant to which it or its Subsidiaries leases, now subleases, licenses, uses or occupies any Leased Property are valid and in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; full force and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiaryeffect. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Section 2.15(a) of the Disclosure Schedule contains a true and correct list of (i) each parcel of real property owned (the "Owned Real Property") by the Company or any Subsidiary, (ii) each parcel of real property leased by the Company or any Subsidiary (as lessor or lessee) (the "Leased Real Property") and (iii) all Liens (other than Permitted Liens) relating to or affecting any parcel of real property referred to in clauses (i) and (ii). (b) Each of the Company and the Subsidiaries has good and marketable title to the Owned Real Property, free and clear of all Liens, other than as specifically referred to in the Audited Financial Statements or in Section 2.15(b) of the Disclosure Schedule. (c) Subject to the terms of their respective leases, the Company or a Subsidiary has a valid and subsisting leasehold estate in and the right to quiet enjoyment of the Leased Real Properties for the full term of the lease thereof. Each lease referred to in clause (ii) of paragraph (a) above is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company or a Subsidiary and of each other Person that is a party thereto, and except as set forth in Section 2.15(c) of the Disclosure Schedule, there is no, and neither the Company nor any Subsidiary has received notice of any, default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder. Neither the Company nor any Subsidiary owes brokerage commissions or finders fees with respect to any such Leased Real Property, except to the extent that the Company or any Subsidiary may renew the term of any such lease, in which case, any such commissions and fees would be in amounts that are reasonable and customary for the spaces so leased, given their intended use and terms. (d) Except as disclosed in Section 2.15(d) of the Disclosure Schedule, the improvements on the Owned Real Property and the Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being used and, to the knowledge of the Company and the Subsidiaries, there are no condemnation or appropriation proceedings pending or threatened against any of such real property or the improvements thereon. (e) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leasesknowledge, subleases, licenses or other agreements under which nor has the Company or any of its Subsidiaries uses received any notice, of any claim, action or occupies proceeding, actual or has threatened, against the right to use or occupy, now or in the futureCompany, any real property in excess of 7,500 square feet (such propertyits Subsidiaries, or the “Leased Owned Real Property”, and each such lease, sublease, license Property or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted by any Person which would materially affect the right to use future use, occupancy or occupy such value of the Owned Real Property or the Leased Real Property or any portion part thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (ai) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) Each of the Company Disclosure Letter contains a complete Issuer, the Parent Guarantor and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or subsidiaries has the right to use or occupy, now good and marketable fee simple title (or in the futurecase of ground leases, any a valid leasehold interest) to all real property owned or ground leased (as applicable) by them and the improvements (exclusive of improvements owned by tenants or by landlords, if applicable) located thereon, in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Propertycase, free and clear of all liens other than Permitted Liens. To mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus, (B) will not, singly or in the aggregate, materially affect the value of such property and do not interfere in any material respect with the use made and proposed to be made of such property by the Issuer, the Parent Guarantor or any of its subsidiaries or (C) would not reasonably be expected individually or in the aggregate, to have a Material Adverse Effect; (ii) all of the leases and subleases material to the business of the Issuer, the Parent Guarantor and its subsidiaries, considered as one enterprise, and under which the Issuer, the Parent Guarantor or any of its subsidiaries hold Properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Parent Guarantor nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Issuer, the Parent Guarantor or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Parent Guarantor or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; (iii) except as otherwise set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the mortgages and deeds of trust encumbering the Properties are not convertible into debt or equity securities of the entity owning such Property or of the Issuer, the Parent Guarantor or any of its subsidiaries, and such mortgages and deeds of trust, are not cross-defaulted or cross-collateralized to any property not owned, or owned, directly or indirectly, in whole or in part, by the Issuer, the Parent Guarantor or its subsidiaries; (iv) to the knowledge of the CompanyIssuer, the Parent Guarantor and its subsidiaries, none of the tenants under any lease of space at any of the Properties that, singly or in the aggregate, is material to the Issuer, the Parent Guarantor and its subsidiaries considered as one enterprise is the subject of bankruptcy, reorganization or similar proceedings; (v) none of the Issuer, the Parent Guarantor or any of its subsidiaries has received from any Governmental Entities any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and none of the Issuer, the Parent Guarantor or any of its subsidiaries knows of any such condemnation or zoning change which is threatened and, in each case, which if consummated would reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; (vi) each of the Properties complies with all applicable codes, ordinances, laws and regulations (including without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except for failures to the extent disclosed in the Registration Statement, the General Disclosure Package and the Prospectus and except for such failures to comply that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (vii) neither the Parent Guarantor nor any subsidiary has received written notice of a proposed material special assessment or any proposed change in any property tax, zoning or land use law or availability of water affecting any Property that would materially affect the value of such Property or interfere in any material respect with the use made or proposed to be made of such Property by the Issuer, the Parent Guarantor or any of its subsidiaries; (viii) there are no subleases with respect to any Property or portion thereof except such as (A) are described in the Registration Statement, General Disclosure Package and Prospectus or (B) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (ix) the Issuer, the Parent Guarantor or one or more of its subsidiaries has obtained, on or prior to the date hereof, one or more title insurance policies on, whether directly or through assignment or endorsements, or a so-called “fairway-endorsement” on existing title policies covering, the fee interests (or leasehold interests as the case may be) from a nationally recognized title insurance company, or, if such title insurance policy has not yet been issued, a binding commitment by such title insurance company to issue such a policy, in any event covering each Property, with coverage in an amount at least equal to 80% to the cost of acquisition of such Property (including the principal amount of any indebtedness assumed in connection with such acquisition) by the Issuer, the Parent Guarantor or its subsidiary in which title to such property is vested, including the principal amount of any indebtedness assumed with respect to the Property, and such title insurance policies, fairway endorsements or binding commitments, as the case may be, are in full force and effect; (x) except as would not individually or in the aggregate materially affect the value of such property or interfere in any material respect with the use made and proposed to be made of such property by the Issuer, the Parent Guarantor or any of its subsidiaries, (a) there are no encroachments upon any Property by improvements on an adjacent property, and (b) none of the improvements on any Property encroach on any adjacent property, streets or alleys; (xi) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company Issuer, the Parent Guarantor nor any of its Subsidiaries subsidiaries is party to any material Lease (as defined below) that is required to be disclosed in the Registration Statement or the Prospectus; (xii) except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Issuer, the Parent Guarantor nor any of its subsidiaries holds any Property under a ground lease, and true and complete copies of each ground lease described in the Registration Statement, the General Disclosure Package and the Prospectus have been provided to the Underwriters or their counsel; (xiii) all real property owned or leased by the Parent Guarantor or a Subsidiary is free of material breach structural defects and all building systems contained therein are in good working order in all material respects, subject to ordinary wear and tear or, in each instance, the Parent Guarantor has created an adequate reserve to effect reasonably required repairs, maintenance and capital expenditures; to the knowledge of the Issuer and the Parent Guarantor, water, storm water, sanitary sewer, electricity and telephone service are all available at the property lines of such property over duly dedicated streets or default perpetual easements of record benefiting such property; except as described in the General Disclosure Package and the Prospectus, to the knowledge of the Issuer and the Parent Guarantor, there is no pending or threatened special assessment, tax reduction proceeding or other action that, individually or in the aggregate, could reasonably be expected to increase or decrease the real property taxes or assessments of any of such property, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and (xv) to the knowledge of the Issuer and the Parent Guarantor, except as set forth in or described in the Registration Statement, the General Disclosure Package and the Prospectus, and, with respect to (A) through (G) below, except as would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect: (A) no rentals or other amounts due under any Lease. lease have been paid more than one (c1) Section 3.15(cmonth in advance; (B) no tenant has asserted in writing any defense or set-off against the payment of rent in connection with any lease nor has any tenant contested any tax, operating cost or other escalation payment or occupancy charge, or any other amounts payable under its leases; (C) all tenants, licensees, franchisees or other parties under any lease, exhibit, schedule, amendment or other document related to the lease of space at the Properties (the “Leases”) are in possession of their respective premises; (D) none of the Company Leases has been assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered, except in connection with secured debt described in the Registration Statement, the General Disclosure Letter contains a complete Package and accurate list of all the Prospectus; (E) none of the existing subleasesIssuer, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company Parent Guarantor or any of its Subsidiaries, subsidiaries has waived any right to use or occupy, now or in the future, material provision under any of the Leased Real Property. With respect to each of the Subleases: Leases; (AF) to the Company’s Knowledge, there are no disputes uncured events of default, or events that with respect to such Subleasethe giving of notice or passage of time, or both, would constitute an event of default, by any tenant under any of the terms and provisions of the Leases; and (BG) the other party to such Sublease is not an Affiliate of, and otherwise does not have no tenant under any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease Leases and Sublease (i) no third party has a right of first refusal or other right to purchase the expiration date of premises demised under such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or SubleaseLease.

Real Property. (a) Neither The leases set forth on Section 6.17(a) of the Company nor any of its Subsidiaries owns or has ever owned DevvStream Disclosure Schedule (the “DevvStream Leases”) are the only Contracts pursuant to which DevvStream leases any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company Neither DevvStream nor any of its Subsidiaries is in material breach of a party to, or default under any Lease. (c) agreement to become a party to, any lease with respect to real property other than DevvStream Leases, copies of which have been provided to the Company and Southern. Each DevvStream Lease is in good standing, creates a good and valid leasehold estate in the leased properties thereby demised and is in full force and effect without amendment, except as set forth on Section 3.15(c6.17(a) of the Company DevvStream Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real PropertySchedules. With respect to each DevvStream Lease, (a) such DevvStream Lease (or a notice in respect of such DevvStream Lease) has been properly registered in the appropriate land registry office, (b) all rents and additional rents have been paid, (c) no waiver, indulgence or postponement of the Subleases: lessee’s obligations has been granted by the lessor, (Ad) there exists no event of default or event, occurrence, condition or act (including the purchase of DevvStream Securities) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default under the DevvStream Lease and (e) to the Company’s Knowledgeknowledge of DevvStream, there are no disputes with respect all of the covenants to such Sublease; and (B) the be performed by any other party to under such Sublease is not an Affiliate of, and otherwise does not DevvStream Lease have any economic interest in, the Company or any Subsidiarybeen fully performed. (db) Each of the leased properties is adequate and suitable for the purposes for which it is presently being used and DevvStream or its Subsidiaries, as applicable, has adequate rights of ingress and egress into each of the leased properties for the operation of the business in the ordinary course. Section 3.15(d6.17(b) of the Company DevvStream Disclosure Letter Schedules sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount all of the security depositDevvStream Leases setting out, if anyin respect of each DevvStream Lease, applicable to such a description of the leased premises (by municipal address and proper legal description), the term of the DevvStream Lease, the rental payments under the DevvStream Lease (specifying any breakdown of base rent and additional rents), any rights of renewal and the term thereof, and any restrictions on assignment, change of control of DevvStream or Subleaseamalgamation.

Real Property. (a) Neither Except as would not be material to Washington and its Subsidiaries, taken as a whole, (i) Washington (or one of its Subsidiaries) has good and valid fee simple or other title to the Company applicable real property owned by Washington or any of its Subsidiaries (the “Washington Owned Real Property”), free and clear of any Liens, other than Permitted Liens, and (ii) Washington (or one of its Subsidiaries) has a valid leasehold interest in the applicable real property leased by Washington or any of its Subsidiaries as lessee or sublessee (the “Washington Leased Real Property”), in each case free and clear of all Liens other than Permitted Liens. Except as set forth in Section 4.11(a) of the Washington Disclosure Schedules, (i) neither Washington nor any of its Subsidiaries owns has leased or has ever owned otherwise granted to any Person the right to occupy any Washington Owned Real Property or any portion thereof and (ii) there are no outstanding options, rights of first offer or rights of first refusal to purchase any Washington Owned Real Property or any portion thereof or interest therein. Washington and its Subsidiaries are not party to any agreement or option to purchase any real propertyproperty or interest therein. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leasesExcept as would not be or reasonably be expected to be, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now individually or in the futureaggregate, any real property in excess material to Washington and its Subsidiaries, taken as a whole, (i) all improvements located on the Washington Owned Real Property have received all necessary Approvals of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases Governmental Entities (including all modifications, amendments, supplements, waivers licenses and side letters thereto). With respect to each permits) required in connection with the use thereof being made as of the Leases: date of this Agreement, (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (Dii) there are no liens judicial or encumbrances on administrative Proceedings pending or, to the estate Knowledge of Washington, threatened in writing, under any condemnation, environmental, zoning, eminent domain, land-use or interest created by such Leaseother Law applicable to the Washington Owned Real Property which, other than Permitted Liens which are not if adversely decided, would interfere with the present use in the Washington Business of the type described in clause Washington Owned Real Property, and (iii) there are no outstanding unpaid assessment notices against any of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates Washington Owned Real Property. (c) Except as would not be or reasonably be expected to be, individually or in the aggregate, material to Washington and its Subsidiaries, taken as a whole, (i) each lease or sublease governing Washington Leased Real PropertyProperty is valid and binding on Washington (or Subsidiary thereof) that is a party thereto and, free to the Knowledge of Washington, each other party thereto and clear is in full force and effect, except as enforcement may be limited by the Enforceability Exceptions, and (ii) to the Knowledge of all liens other than Permitted Liens. To the knowledge of the CompanyWashington, neither Washington nor any Subsidiary thereof is in breach of, or default under, any such lease beyond the Company applicable cure period. (d) Since January 1, 2022, neither Washington nor any of its Subsidiaries is in material breach has received any written notice of any pending or default under threatened condemnation or eminent domain proceeding affecting any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Washington Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. The Parent and the Parent Subsidiaries have good and marketable (aor indefeasible, in jurisdictions where the term "marketable" is not customarily used in such a context) Neither title in fee simple to the Company nor real property purported to be owned by them, and, upon the exercise of any of its Subsidiaries owns or has ever owned any options to acquire real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company property optioned by Parent or any of its Subsidiaries uses Parent Subsidiary, Parent or occupies such Parent Subsidiary will have good and marketable (or has indefeasible, in jurisdictions where the right term "marketable" is not customarily used in such a context) title in fee simple to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such optioned property, the “Leased Real Property”, and in each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, case free and clear of all liens, charges and encumbrances, except liens for Taxes not yet due and payable and such liens or other than Permitted Liensencumbrances as do not or will not materially interfere with the present use or intended use by Parent and the Parent Subsidiaries or materially affect the value of or the ability to market to customers the property affected thereby and which are not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. Parent and the Parent Subsidiaries hold valid policies of title insurance issued by reputable title insurance companies on each parcel of real property owned by them in amounts equal to the purchase price paid by Parent or such Parent Subsidiary at the time of its acquisition thereof. Neither Parent nor any Parent Subsidiary has given, nor have they received, any notice or information indicating that the facts set forth in any surveys or title insurance policies are untrue or incorrect in any material respect nor has Parent or any Parent Subsidiary received any notice that a breach or an event of default exists, and no condition or event has occurred that with the giving of notice, the lapse of time, or both would constitute a breach or event of default, by Parent or any Parent Subsidiary, or to the knowledge of Parent, any other person with respect to any material contracts, covenants, conditions and restrictions, deeds, deeds of trust, rights-of-way, easements, mortgages and other documents granting to Parent or any Parent Subsidiary title to or an interest in or otherwise affecting the real property which is material to the operation of the business of Parent and the Parent Subsidiaries, as presently conducted or intended to be conducted, except for such breach or event of default that is not reasonably likely to have, individually or in the aggregate, a Parent Material Adverse Effect. To the knowledge of Parent, no condemnation, eminent domain, or similar proceeding exists, is pending or threatened with respect to, or that could affect, any real property owned or leased by Parent or any Parent Subsidiary that is reasonably likely to have a Parent Material Adverse Effect. No developer-related charges or assessments for off-site improvements payable to any public authority or any other person for public improvements are unpaid (other than those reflected on the Company, neither Parent Balance Sheet or incurred since the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) date of the Company Disclosure Letter contains a complete and accurate list Parent Balance Sheet in the ordinary course of all of the existing subleasesParent's business consistent with past practices), licenses except for charges or similar agreements (each a “Sublease”) granting assessments that are reasonably likely to any Personhave, other than the Company or any of its Subsidiaries, any right to use or occupy, now individually or in the futureaggregate, a Parent Material Adverse Effect. To the knowledge of Parent, there is no material impediment to obtaining any of permits or governmental approvals required to develop lots or construct homes on undeveloped real property held by Parent or a Parent Subsidiary for such purpose (the Leased Real Property"Parent Development Properties"), except for such as is not reasonably likely to have a Parent Material Adverse Effect. With respect The Parent Development Properties have access to each of public streets, and are serviced (or will be serviced in accordance with "will serve letters" issued by the Subleases: (A) appropriate utility provider), in all material respects, by water, gas and electricity and other services that may be necessary to construct homes on such properties, and to the Company’s Knowledgeknowledge of Parent such utilities and other services are or will be adequate for the current and intended use of such property. All material leases pursuant to which Parent or any Parent Subsidiary leases from others real or personal property are valid and in full force and effect and no default or event of default by Parent or the Parent Subsidiaries has occurred thereunder, there are no disputes with respect to except where the lack of such Sublease; validity and (B) effectiveness or the other party to existence of such Sublease defaults or event of defaults is not an Affiliate ofreasonably likely to have, and otherwise does not have any economic interest inindividually or in the aggregate, the Company or any Subsidiarya Parent Material Adverse Effect. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. Section 3.12 of the Seller Disclosure Schedule sets forth a list, as of the date hereof, that is complete and accurate in all material respects of (a) Neither the Company nor real property owned by Seller or any Transferred Entity with respect to the Business and being transferred to Purchaser as part of its Subsidiaries owns the Sale hereunder (the “Business Owned Real Property”) and the applicable Seller or has ever owned any real property. Transferred Entity that is the holder thereof and (b) Section 3.15(b) the real property leased, subleased or licensed by any Transferred Entity or other applicable Affiliate of Seller with respect to the Business and being transferred to Purchaser as part of the Company Disclosure Letter contains a complete and accurate list of all of Sale hereunder, other than the existing material leasesBusiness Owned Real Property (the “Business Leased Real Property” and, subleases, licenses or other agreements under which together with the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such propertyBusiness Owned Property, the “Leased Business Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available Except as would not reasonably be expected to Newco be material to the Business and the Transferred Entities, taken as a complete and accurate copy of all Leases (including all modificationswhole, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) Transferred Entities, as applicable, has, good and marketable title to all Business Owned Real Property and a valid leasehold, subleasehold or license interest, as applicable, in the Company’s or Subsidiary’s possession and quiet enjoyment of the Business Leased Real Property under such Lease has not been disturbedleased, subleased or licensed by it, in each case free and clear of all Liens, except Permitted Liens. There are no pending or, to the Company’s Knowledge of Seller, threatened condemnation proceedings affecting any Business Owned Real Property or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Business Leased Real Property or any material portion thereof; , except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole. All leases, subleases and licenses, together with all amendments, modifications and supplements thereto (Dcollectively, the “Real Property Leases” and each a “Real Property Lease”) for the Business Leased Real Property are in full force and effect and are enforceable in accordance with their respective terms, subject to the Enforceability Exceptions, except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole. Neither Seller nor any Transferred Entity has received any written notice of any, and there are no liens is no, default or encumbrances other matter or condition in existence as of the date hereof that would constitute a breach under any Real Property Lease by any of the Transferred Entities under any such lease, sublease or license, except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole. Except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole, the buildings, structures, fixtures and other improvements located on the estate or interest created by such LeaseBusiness Owned Real Property and the Business Leased Real Property (collectively, other than Permitted Liens which are the “Improvements”) comply with all applicable Laws. Except as would not reasonably be expected to be material to the Transferred Entities and the Business, taken as a whole, none of the type described in clause Improvements require any special dispensation, variance or special permit under any Law (iiiwhether or not such dispensation, variance or special permit has been issued and obtained). Section 3.12(c) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real PropertySeller Disclosure Schedule sets forth a list, free and clear of all liens other than Permitted Liens. To the knowledge as of the Companydate hereof, neither the Company nor any of its Subsidiaries that is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list in all material respects of all easements, servitudes, rights of way and similar agreements that encumber, affect or have otherwise granted rights in and to the Business Real Property in favor of the existing subleasesSeller, licenses PSE&G or similar agreements their respective Affiliates (each together with all amendments, modifications and other supplements thereto, the “Existing Affiliate Easements”). The Existing Affiliate Easements do not materially interfere with, and would not reasonably be expected to materially interfere with as a “Sublease”) granting result of the exercise of the rights of the parties thereunder, the ordinary conduct of the Business as conducted as of the date hereof at the asset to any Personwhich they relate, other than or the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiaryoccupancy thereof. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither Schedule 4.23(a) sets forth the Company nor any address of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased each Owned Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the LeasesOwned Real Property: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (Bi) the Company or Subsidiary has good and marketable fee simple title to such Owned Real Property, which shall be free and clear of all liens and encumbrances as of the Closing Date, except for Permitted Liens; (ii) except as set forth on Schedule 4.23(a), the Company has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed leased or otherwise granted to any Person the right to use or occupy such Leased Owned Real Property or any portion thereof; and (Diii) other than the right of the Parent pursuant to this Agreement, there are no liens outstanding options, rights of first offer or encumbrances on the estate rights of first refusal to purchase such Owned Real Property or any portion thereof or interest created by such Leasetherein; and (iv) the Company is not a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 4.23(b) sets forth a true, other than Permitted Liens correct and complete list of all Leases. The Leases are the only Contracts pursuant to which are not of the type described Company leases any real property or right in clause (iii) of the definition thereofany Real Property. The Company and/or has provided to Parent and Merger Sub accurate and complete copies of all Leases. The Company has good, valid and subsisting title to its Subsidiaries have and own valid respective leasehold estates in the Leased Real Propertyoffices described on Schedule 4.23(b), free and clear of all liens Liens other than Permitted Liens. To the knowledge of the CompanyThe Company has not breached or violated any local zoning ordinance, neither and no notice from any Person has been received by the Company nor or served upon the Company claiming any violation of its Subsidiaries is in material breach of or default under any Leaselocal zoning ordinance. (c) Section 3.15(cWith respect to each Lease: (i) it is valid, binding and enforceable in accordance with its terms and in full force and effect; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) the Company has been in peaceable possession of the premises leased thereunder since the commencement of the original term thereof; (iv) no waiver, indulgence or postponement of the Company’s obligations thereunder has been granted by the lessor; (v) the Company Disclosure Letter contains has performed all material obligations imposed on it under such Lease and there exist no default or event of default thereunder by the Company or, to the Company’s Knowledge, by any other party thereto; (vi) there exists, to the Company’s Knowledge, no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would reasonably be expected to become a complete default or event of default by the Company thereunder; (vii) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder and accurate list (viii) the Company has not exercised early termination options, if any, under such Lease. The Company holds the leasehold estate established under the Leases free and clear of all Liens, except for Liens of mortgagees of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than Real Property on which such leasehold estate is located. The Real Property leased by the Company is in a state of maintenance and repair in all material respects adequate and suitable for the purposes for which it is presently being used, and there are no material repair or any of its Subsidiaries, any right restoration works likely to use or occupy, now or be required in the future, any connection with such leased Real Property. The Company is in physical possession and actual and exclusive occupation of the Leased whole of the leased premises, none of which is subleased or assigned to another Person. Each Lease leases all useable square footage of the premises located at each leased Real Property. With respect to each the improvements made by the Company that require restoration by the Company upon expiration or the earlier termination of the Subleases: (A) to applicable Leases in accordance with the terms of such Leases, the cost of the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) restoration obligations shall not exceed $100,000 in the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiaryaggregate. (d) Section 3.15(d) of the The Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) does not owe any payments in connection brokerage commission with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable respect to such Lease or Subleaseany Real Property.

Real Property. (a) Neither With respect to each parcel of Owned Real Property: (i) the Company nor Contributors have delivered to Acquirer copies of all title insurance policies, opinions, abstracts and surveys in the possession of Contributor with respect to such parcel; (ii) except as set forth on Schedule 3.14(a), none of the Contributors or Holdings has leased or otherwise granted to any person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no unrecorded outstanding options, rights of its Subsidiaries owns first offer or has ever owned rights of first refusal to purchase such Owned Real Property or any real propertyportion thereof or interest therein. (b) Section 3.15(bSchedule 3.14(b) of the Company Disclosure Letter contains a true and complete and accurate list of all of the existing material leases, subleases, licenses or licenses, concessions and other agreements under (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the Company any Contributor or Holdings holds any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet Leased Real Property (such propertycollectively, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “LeaseLeases”). The Company Contributors has heretofore delivered or made available to Newco Acquirer a true and complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)each Lease. With respect to each Lease: (i) none of the Leases: (A) the Company’s Contributors nor Holdings received nor given any notice of any default or Subsidiary’s possession and quiet enjoyment event that with notice or lapse of time, or both, would constitute a default by any Contributor or Holdings under any of the Leased Real Property under such Leases and, to the Knowledge of EA&E, no other party is in default thereof, and no party to any Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes exercised any termination rights with respect to such Lease; thereto; (Bii) none of the Company or Subsidiary Contributors nor Holdings has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed assigned or otherwise granted to any Person person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause and (iii) none of the definition thereof. The Company and/or Contributors nor Holdings has granted a Lien (other than a Permitted Lien) on its Subsidiaries have and own valid leasehold estates interest in the any Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to no Contributor has received any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate written notice of, and otherwise does not have any economic interest into the Knowledge of EA&E there are no, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) violations of building codes and/or zoning ordinances or other Laws affecting the expiration date of such Lease or SubleaseReal Property, (ii) any payments in connection with such Lease existing, pending or Sublease triggered threatened condemnation proceedings affecting the Real Property, or accelerated in connection with the transactions contemplated by this Agreement and (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the amount of ability to operate the security deposit, if any, applicable to such Lease or SubleaseReal Property as currently operated.

Real Property. (a) Neither the Company Cardinal nor any of its Subsidiaries owns or has ever formerly owned any real property. (b) Section 3.15(b4.14(b) of the Company Cardinal Disclosure Letter contains Schedule sets forth (i) a true and complete and accurate list of all of the existing material leasesreal property leased, subleases, licenses subleased or other agreements under which the Company otherwise occupied by Cardinal or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such propertycollectively, the “Cardinal Leased Real Property”, ) and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (Aii) the Company’s address for each parcel of Cardinal Leased Real Property. Cardinal or Subsidiary’s possession its Subsidiaries, as the case may be, has a valid and quiet enjoyment of subsisting leasehold or subleasehold interest in the Cardinal Leased Real Property under such Lease free and clear of all Liens, except for Permitted Liens. (c) The Cardinal Leased Real Property constitutes all real property necessary for the conduct of the business of Cardinal and its Subsidiaries, taken as a whole, as currently conducted. Except as has not been disturbedhad and would not reasonably be expected to have, individually or in the aggregate, a Cardinal Material Adverse Effect, (i) each parcel of Cardinal Leased Real Property is in compliance with all existing Laws applicable to such Cardinal Leased Real Property, and (ii) neither Cardinal nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the CompanyCardinal’s or Subsidiary’s knowledge, Knowledge there are no disputes with respect such Proceedings threatened, affecting any portion of the Cardinal Leased Real Property and neither Cardinal nor any of its Subsidiaries has received written notice of the existence of any outstanding Order or of any pending Proceeding and to the Knowledge of Cardinal, there is no such Lease; (B) Order, or Proceeding threatened, relating to the Company ownership, lease, use, occupancy or Subsidiary operation by any Person of the Cardinal Leased Real Property. Neither Cardinal nor any of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such any of the Cardinal Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company Neither Cardinal nor any of its Subsidiaries is in material breach of has granted any option or default under other right to any Lease. (c) Section 3.15(c) third party to purchase any of the Company Disclosure Letter contains a complete Cardinal Leased Real Property or portion thereof. Except as has not had and accurate list of all of the existing subleaseswould not reasonably be expected to have, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now individually or in the futureaggregate, any of the a Cardinal Material Adverse Effect, each Cardinal Leased Real Property. With respect Property and all buildings, structures, improvements and fixtures located on, under, over or within the Cardinal Leased Real Property are in a state of good operating condition and are sufficient for the continued conduct of business in the ordinary course, subject to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; reasonable wear and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiarytear. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned Seller does not own any real property. (b) Section 3.15(b4.10(b) of the Company Disclosure Letter contains a complete and accurate list Schedules sets forth each parcel of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property leased by Seller (together with all rights, title and interest of Seller in excess of 7,500 square feet (such propertyand to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and each such leasea true and complete list of all leases, subleasesubleases, license licenses, concessions and similar agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreementagreements with respect thereto, a pursuant to which Seller holds any Leased Real Property (collectively, the “LeaseLeases”). The Company Seller has heretofore delivered or made available to Newco Buyer a true and complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)each Lease. With respect to each of the Leases: Lease: (Ai) the Company’s or Subsidiary’s such Lease is valid, binding, enforceable and in full force and effect, and Seller is entitled thereunder to quiet possession and quiet enjoyment of the Leased Real Property Property; (ii) Seller is not in material breach or default under such Lease beyond applicable cure periods, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and Seller has paid all rent due and payable under such Lease; (iii) Seller has not been disturbedreceived nor given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to the Company’s or Subsidiary’s knowledge, there are no disputes any Lease has exercised any termination rights with respect to such Lease; thereto; (Biv) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary Seller has not subleased, licensed assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (v) Seller has not pledged, mortgaged or otherwise granted an Encumbrance specifically charging its leasehold interest in any Leased Real Property; and and (Dvi) there are no liens Such Lease is assignable by Seller to Buyer without the consent or encumbrances on the estate approval of, or interest created by such Leasenotice to, other than Permitted Liens which are not any party (except as set forth in Section 4.03 of the type described in clause Disclosure Schedules). (iiic) Seller has not received any written notice of the definition thereof. The Company (i) violations of building codes and/or its Subsidiaries have and own valid leasehold estates in zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company(ii) existing, neither the Company nor any of its Subsidiaries is in material breach of pending or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect the ability to operate the Leased Real Property as currently operated. With respect to each of the Subleases: (A) to the Company’s To Seller's Knowledge, there are no disputes with respect to such Sublease; and (B) neither the whole nor any material portion of any Leased Real Property has been damaged or destroyed by fire or other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiarycasualty. (d) Section 3.15(d) The Leased Real Property is sufficient for the conduct of Seller’s business and constitutes all of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable real property necessary to such Lease or Subleaseconduct Seller’s business.

Real Property. (ai) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains Exhibit B sets forth a true, correct and complete and accurate list of all of the existing material property owned by Blacksand and all written or oral leases, subleases, licenses licenses, option agreements, rights to purchase, rights of first refusal, or other agreements under which occupancies of the Company or any of its Subsidiaries uses or occupies or has the right to use or occupyBlacksand Real Property (including all amendments, now or in the futureextensions, any real property in excess of 7,500 square feet renewals and guaranties with respect thereto) (such propertycollectively, the “Leased Real PropertyProperty Agreements”) to which Blacksand is a party (as lessor, and each such leaselessee, subleasesublessee, license licensee, option holder, or other agreement, a “Lease”otherwise). The Company Blacksand has heretofore delivered or made available to Newco Hyperion a true, correct and complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession Property Agreements and quiet enjoyment all amendments, modifications and supplemental agreements thereto. Each of the Leased Real Property under such Lease Agreements is in full force and effect and is valid, binding and enforceable against the Blacksand and each of the other parties thereto, in accordance with its terms and has not been disturbedmodified or amended except as disclosed on Exhibit B. (1) Blacksand has not received from the other party to any Property Agreement any notice claiming that Blacksand is in default thereunder for which such default has not been cured; (2) all payments required to be paid by Blacksand pursuant to the Property Agreements have been paid prior to such payments becoming delinquent; (3) there has not occurred any event which would constitute a breach of or default in the performance of any covenant, agreement or condition contained in any Property Agreement which has not been cured, nor has there occurred any uncured event which with the passage of time or the giving of notice or both would constitute such a breach or default; and (4) Blacksand has not received any written notice from the other party to any Property Agreement of the termination or proposed termination thereof. (iii) Blacksand presently enjoys peaceful and undisturbed possession of the Blacksand Real Property. There are no matters affecting the right, title and interest of Blacksand in and to the Company’s or Subsidiary’s knowledgeBlacksand Real Property which, there in the aggregate, would adversely affect the ability to carry on the Business upon the Blacksand Real Property substantially in the manner in which such operations are no disputes with respect to such Lease; (B) the Company or Subsidiary currently carried on. No Person other than Blacksand has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased the Blacksand Real Property. (iv) The current use of the Blacksand Real Property in the conduct of Blacksand’s business does not violate any Property Agreement in any respect. Blacksand is not in violation of any covenant, condition, restriction, easement or order of any Governmental Authority having jurisdiction over the Blacksand Real Property or any portion thereof; and (D) there are no liens the use or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition occupancy thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in Blacksand has not received written notice from any Governmental Authority, with respect to the Leased Blacksand Real Property, free of any violation or claimed violation by Blacksand of applicable building, zoning, subdivision, conservation, fire, health and clear safety and other land use and similar applicable laws, rules and regulations, permits, licenses, and certificates of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Leaseoccupancy. (cv) Section 3.15(c) None of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement constitutes an assignment of Blacksand’s rights under any Property Agreement, and such transactions do not require the consent of any Person under any Property Agreement. (iiivi) the amount Each use of the security depositBlacksand Real Property by Blacksand is and has been valid, if anypermitted and conforming uses in accordance with the current zoning classification of the Blacksand Real Property, and there are no outstanding variances or special use permits affecting the Blacksand Real Property or their uses. The operation of the Business on the Blacksand Real Property complies with all applicable to such Lease or Subleaselaws, all applicable permits issued by Governmental Authorities, and all Property Agreements.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leasesExcept as would not, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now individually or in the futureaggregate, any real property in excess of 7,500 square feet (such propertyreasonably be expected to have a Material Adverse Effect, the “Leased Real Property”, Sellers have good and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and marketable fee title to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Owned Real Property, free and clear of all liens other than (except for Permitted LiensEncumbrances). To the knowledge None of the CompanyOwned Real Property is subject to any leases or tenancies or other rights of occupancy. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) there is no pending condemnation proceeding, administrative action or judicial proceeding of any type relating to the Owned Real Property or other matters affecting adversely the current use, occupancy or value of the Owned Real Property and (ii) neither the Company current use of the Owned Real Property nor the operations of Sellers violates any of its Subsidiaries is in material breach of or default under any Leaseapplicable legal requirements. (c) Section 3.15(c) The Initial Assigned Leases and the Designatable Leases constitute all leases and material Security Deposit Documents with respect to any real property for the Lease Premises. On or before the date hereof, Sellers have delivered or made available to Buyer true and complete copies of all Leases and Security Deposit Documents for the Lease Premises (it being agreed that, while Sellers shall use reasonable best efforts to deliver or make available to Buyer all such documents, Sellers shall not be deemed to have breached this representation if, in the case of Security Deposit Documents, lease amendments, non-disturbance agreements, subordination, non-disturbance and attornment agreements, waivers and consents in favor of any Seller and estoppel certificates from landlords, Sellers shall have only delivered or made available to Buyer true and complete copies of only those of the Company Disclosure Letter contains a complete and accurate list of all same which are material). There are no material agreements, understandings or undertakings pertaining to the Leases, the Security Deposits, the Security Deposit Documents, the Sellers’ leasehold interest in the Properties, the Lease Premises or Sellers’ use or occupation of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company Lease Premises or any of its Subsidiariesportion thereof which are in Sellers’ possession which have not been disclosed to Buyer or made available in the data room made available to Buyer prior to the date hereof. To Sellers’ Knowledge, no Person that is not a Seller has any right to possess, use or occupy, now or in occupy the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any SubsidiaryLease Premises. (d) Section 3.15(d) Each of the Company Disclosure Letter sets forth Leases is legal, valid, binding and enforceable against Sellers party thereto and, to Sellers’ Knowledge, against each other party thereto, in accordance with its terms (except for each Lease any direct or indirect restriction, limitation or condition on Sellers’ assignment of the Leases to Buyer which shall not be of any force or effect pursuant to the Approval Order), and, subject to the entry of the Approval Order and Sublease (i) payment of the expiration date Cure Costs and other than solely as a result of the filing of the Bankruptcy Cases or the financial condition of Holdings or its Subsidiaries, to Sellers’ Knowledge, no event of default currently exists thereunder by any counterparty thereto, and no event has occurred thereunder that after the giving of notice or the passage of any applicable cure period or both would constitute an event of default of Sellers or, to Sellers’ Knowledge, any other party thereto, and no Seller has delivered or received any written notice from the other party to any such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposittermination or surrender thereof, if anyand the Leases have not been amended, applicable modified or supplemented, except to such the extent, in each case as described in this Section 6.6(d), that the failure of the same to be true would not in the aggregate reasonably be expected to have a Material Adverse Effect. (e) There are no pending condemnation or eminent domain proceedings or any proceedings in lieu thereof against any of the Lease Premises, Owned Real Property or Subleaseany part thereof, except to the extent that the failure of the same to be true would not in the aggregate have a Material Adverse Effect.

Real Property. (a) Neither Schedule 5.31(a) sets forth a true and complete list of (i) the Company nor Owned Real Property), identifying the address and legal description of each parcel of Owned Real Property, (ii) all real property and interests in real property which are leased, directly or indirectly, by or to Seller or in respect of which Seller has an option to enter a lease (individually, a "Real Property Lease"), identifying, for each Real Property Lease, the parties thereto and the address of the property subject thereto, and (iii) all Liens of which Seller has Knowledge relating to or affecting any parcel of its Subsidiaries owns Owned Real Property or Real Property Lease other than Permitted Liens. Seller has ever owned delivered to the Buyer a true, correct and complete copy of each Real Property Lease, including all amendments, modifications, supplements, side letters and consents affecting the obligations of any real propertyparty thereunder. (b) Section 3.15(bExcept as disclosed in Schedule 5.31(b), Seller has indefeasible title to, and actual and exclusive possession of, the Owned Real Property and the leasehold estates in all Real Property Leases (any real property of which Seller is a fee owner or which Seller has a leasehold interest in and is specified as a Real Property Lease, the "Acquired Real Property") in each case free and clear of all Liens of any nature created by, through or under Seller except Permitted Liens. (c) Except as disclosed on Schedule 5.31(c), no Acquired Real Property is subject to any lease, sublease, license, concession or other agreement (written or oral) granted by, through or under Seller granting to any other Person any right to the use, occupancy or enjoyment of any Acquired Real Property or any part thereof. (d) To Seller's Knowledge, each Real Property Lease is in full force and effect and is valid and enforceable in accordance with its terms. There is no default under any Real Property Lease either by Seller or, to the Knowledge of Seller, by any other party thereto, and to Seller's Knowledge, no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default thereunder. To Seller's Knowledge, each Real Property Lease covers the entire estate it purports to cover and, upon the consummation of the Company Disclosure Letter contains a complete and accurate list of all transactions contemplated hereby (including delivery of the existing material leaseslandlord consents listed in Schedule 5.31(d)), subleaseswill entitle the Buyer to the exclusive use, licenses occupancy and possession of the real property specified in such Real Property Lease and for the purposes such property is now being used by Seller. No previous or other agreements under which current party to any such Real Property Lease has given notice to Seller of a Claim against Seller with respect to any breach or default thereunder. (e) To the Company Knowledge of Seller, (i) there does not exist any pending imposition of any assessments for public improvements with respect to any Acquired Real Property, and (ii) no such improvements have been constructed or planned that would be paid for by means of assessments upon any Acquired Real Property. (f) To the Knowledge of Seller, the buildings and improvements located on the Owned Real Property are located within the boundary lines of the Owned Real Property, and no improvements constituting a part of any Owned Real Property encroach on real property not leased or owned by Seller, to the extent that removal of such encroachment would materially impair the manner and extent of the current use, occupancy and operation of such improvements or cost in excess of U.S.$5,000 in the aggregate. (g) Except as set forth in Schedule 5.31(g), to the Knowledge of Seller, (i) no part of any Acquired Real Property is subject to any building or use restriction that would restrict or prevent the present use and operation of such Acquired Real Property, (ii) each parcel of Acquired Real Property is properly and duly zoned for its Subsidiaries uses current use by Seller and the continuation of such use by the Buyer following the Closing, and (iii) such current use is in all respects a conforming use by Seller. No Authority having jurisdiction over any Owned Real Property has issued to Seller or, to the Knowledge of Seller, threatened to issue any notice or occupies or has Order that may materially adversely affects the right to use or occupyoperation of such Owned Real Property, now or requires, as of the Closing or a specified date in the future, any real property in excess material repairs or alterations or additions or improvements thereto, or the payment or deduction of 7,500 square feet any money, fee, exaction or property. (such property, h) To the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy Knowledge of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledgeSeller, there are no disputes physical, mechanical or structural defects in or concerning the buildings and other permanent improvements constituting part of the Acquired Real Property that are occupied, operated or owned by Seller materially and adversely affecting their current use, occupancy, or value. (i) Seller has not received any written notice from any insurance company that has issued a Policy with respect to any Acquired Real Property requesting performance of any structural or other repairs or alterations to such Lease; (B) Acquired Real Property. During the Company or Subsidiary period that Seller has owned any Owned Real Property, Seller has not collaterally assigned or granted any encroachment, easement, encumbrance or other security adverse interest in such Lease in, to or upon the Owned Real Property except for Permitted Liens. (j) There are no outstanding options or rights of first refusal to purchase the Owned Real Property, any portion thereof, or any interest therein; , granted by Seller. (Ck) To the Company Seller's Knowledge, except for common areas of office buildings, no Acquired Real Property is dependent for its access, operation or Subsidiary has utility on any land, building or other improvement not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased part of each parcel of Acquired Real Property or any portion thereof; and (D) there are no liens is dependent for ingress or encumbrances egress on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Leasethird-party interests. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (ai) Neither To RSVP’s knowledge, except as set forth in the Company Registration Statement, neither RSVP nor any of its Subsidiaries owns the RSVP Student Housing Entities has given or received any notice of any uncured default with respect to any material agreement affecting the RSVP Properties which would have a Material Adverse Effect, and, no event has ever owned occurred or is threatened, which through the passage of time or the giving of notice, or both, would constitute a material default thereunder or would cause the acceleration of any real propertymaterial obligation of any party thereto or the creation of a Lien upon any RSVP Property, except for Permitted Liens or such Liens that would not have, or reasonably be expected to have, a Material Adverse Effect. (bii) Section 3.15(bTo RSVP’s knowledge each RSVP Student Housing Entity identified on Schedule IV as owning an underlying Property has insurable fee simple or ground lease title to such Property. (iii) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or SubsidiaryTo RSVP’s knowledge, there are is no disputes with respect to existing, proposed or threatened condemnation, eminent domain or similar proceeding, or private purchase in lieu of such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleaseda proceeding, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property which would affect all or any portion thereof; of the RSVP Properties in any material respect. (iv) The ground leases referenced in the Registration Statement (the “Ground Leases”) are the only ground leases in which any of the RSVP Student Housing Entities holds an interest as lessee or tenant. To RSVP’s knowledge, such Ground Leases are in full force and (D) there are no liens effect, except as indicated otherwise in the Registration Statement or encumbrances in any estoppel certificate made available or delivered to the Company Entities prior to the Closing. To RSVP’s knowledge, neither RSVP nor the RSVP Student Housing Entities have received any written notice from any ground lessor under any of the Ground Leases alleging the existence of any default on the estate part of RSVP or interest created by such Leasethe RSVP Student Housing Entities thereunder. To RSVP’s knowledge, other than Permitted Liens which are not no ground lessor under any of the type described Ground Leases is in clause (iii) default or is presently the subject of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liensany voluntary or involuntary bankruptcy or insolvency proceedings. To the knowledge of the CompanyRSVP’s knowledge, neither the Company RSVP nor any of its Subsidiaries is the RSVP Student Housing Entities are in material breach of or default under any Ground Lease, and no event has occurred which with the passage of time or the giving of notice (or both) would constitute a default under any Ground Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (ai) Neither Seller has (and will convey to the Company nor any of Purchaser or its Subsidiaries owns or has ever owned any real propertydesignee) good and valid title in fee simple to the Property, subject only to the Permitted Encumbrances. (bii) Section 3.15(b) All leases, licenses, easements, rights-of-way, and other agreements, written or oral, for the use, possession and/or occupancy of any portion of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet Property (such propertycollectively, the “Leased Real PropertyOccupancy Agreements”) are set forth on Schedule 5.1(c) hereto. Each of the Occupancy Agreements is in full force and effect, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to rents due under each of the Leases: Occupancy Agreements have been timely paid, and there has been no written notice sent by any party thereto of any outstanding, uncured default under any Occupancy Agreement. The Seller Parties has delivered to Purchaser true, correct and complete copies of each and every Occupancy Agreement. Neither Seller nor, to Seller’s Knowledge, any other party to any such Occupancy Agreement is in default in any respect thereunder. There does not exist any occurrence, event, condition or act which, upon the giving of notice or the lapse of time or both, would become a default by Seller or, to Seller’s Knowledge, any other Person to such Occupancy Agreement. (Aiii) To Seller’s Knowledge, the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease Seller has not been disturbedreceived written notice that, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; thereof is in violation of any applicable Legal Requirements in any material respects, except for such violations which, individually or in the aggregate, would not adversely affect in any material respect Seller’s current use of the Property. (iv) To Seller’s Knowledge, the Improvements are in good condition and repair and are adequate for the use, occupancy and operation of the Property for the Business. (Dv) there No leasing, brokerage or similar commissions or finder’s fees are owed with respect to the Property and/or any Occupancy Agreements. (vi) There are no liens pending Legal Proceedings and none, to Seller’s Knowledge, have been threatened in writing to Seller relating to the Property and/or the interests of Seller therein which would be reasonably likely to interfere in any material respect with the use, occupancy, ownership, improvement, development and/or operation of the Property and/or the interest of Seller therein, except as set forth in Schedule 5.1(d). (vii) Neither Seller Party has received written notice that either the whole or encumbrances on any part of the estate Property is subject to any pending suit for condemnation or interest created other taking by any Governmental Authority, nor, to Seller’s Knowledge, has any such Leasecondemnation or other taking been threatened or contemplated. No Seller Party has entered into any agreement in lieu of condemnation therefor. (viii) Except for Liens which are required to be cured at or prior to Closing pursuant to this Agreement, to Seller’s Knowledge the Property is free of Encumbrances other than Permitted Liens which are not Encumbrances on the use, occupancy, ownership, improvement, development and/or operation of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b3.7(a) of the Company Seller Disclosure Letter contains Schedule sets forth a true and complete and accurate list of all of real property leases and subleases that relate solely to the existing material leases, subleases, licenses or other agreements Consumer Care Business under which the Company Seller or any of its Subsidiaries uses Affiliates is a lessee or occupies sublessee (the “Real Property Leases,” and the properties leased or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such propertysubleased thereunder, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available leasehold interests relating to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there Leases are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens Liens, other than Permitted Liens. To the knowledge As of the Companydate hereof, neither the Company Seller nor any of its Affiliates has received any written notice from the other party to any Real Property Lease of the termination or proposed termination thereof. (b) Seller (together with its Affiliates) owns the real property listed on Section 3.7(b) of the Seller Disclosure Schedule (the “Conveyed Sites”). Each of Seller and its Affiliates, as applicable, has good, valid and insurable fee title to the Conveyed Sites (other than the Conveyed Site in China) free and clear of any Liens, except for Permitted Liens. In respect of the Conveyed Site in China, Seller or an Affiliate of Seller has a good and valid granted land use right to the land and good and valid ownership of the buildings constructed thereon, in each case free and clear of any Liens, except for Permitted Liens. None of the Conveyed Sites is subject to any lease, license or sublicense or any right or option of any other Person to purchase or lease an interest in such Conveyed Site. None of the Companies or any of their Subsidiaries is in material breach of or default under a party to any LeaseContract to acquire any real property and does not otherwise have any obligation to acquire any real property. (c) Except as set forth in Section 3.15(c3.7(c) of the Company Seller Disclosure Letter contains a complete Schedule, each facility (including, all buildings, structures, and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”improvements) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or included in the future, any of Conveyed Sites and the Leased Real Property. With respect to each Property is in all material respects in good operating condition and repair and is in all material respects structurally sound and free of the Subleases: (A) to the Company’s Knowledgedefects, there are with no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company material alterations or any Subsidiaryrepairs required thereto under applicable Law or insurance company requirements. (d) Section 3.15(d) Neither Seller nor any of its Affiliates has received any written notice of any condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of the Company Disclosure Letter sets forth for each Lease and Sublease (i) Conveyed Sites or the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or SubleaseLeased Real Property.

Real Property. (a) Neither Except as would not, individually or in the Company aggregate, reasonably be expected to be material and adverse to the Business, the Seller or an Affiliate has good, valid and marketable indefeasible fee simple title to each Owned Real Property free and clear of Encumbrances, except for Permitted Encumbrances. True and complete copies of all deeds and other instruments (as recorded), as applicable, by which the Seller or an Affiliate acquired such Owned Real Property in possession or control of the Seller or an Affiliate and relating to the Owned Real Property have been made available to the Buyer and/or its agents. No Owned Real Property is subject to any sales contract, purchase option, right of first refusal, right of first offer, similar agreement or other contractual obligation to sell, assign or dispose of any of the Owned Real Property or any portion thereof or interest therein to any Person. The Seller or an Affiliate is in possession of the Owned Real Property and has not leased, licensed, sublicensed or otherwise granted the right to use, operate or occupy any parcel or any portion of any parcel of any Owned Real Property to any other Person. Except as set forth on Schedule 5.21(a), neither the Seller nor any of its Subsidiaries owns Affiliate is a party to any Contract or has ever owned option to purchase any real propertyproperty or interest therein that has not closed as of the Closing Date. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete True and accurate list correct copies of all of Leases, together with all amendments, extensions, renewals and guaranties with respect thereto, have been provided or otherwise made available to Buyer and/or its agents in all material respects. Seller or an Affiliate has a valid, existing, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all the existing Leased Real Property pursuant to the Leases. Each Lease is in full force and effect, legal, valid and binding on the parties thereto, and enforceable in accordance with its terms. Except as would not, individually or in the aggregate, reasonably be expected to be material leasesand adverse to the Business, there are no subleases, licenses or similar agreements granting to any Person other agreements under which than the Company Seller or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person Affiliates the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge As of the Companydate hereof, neither the Company Seller nor any of its Subsidiaries is in Affiliates has received any written or oral notice from any counterparty of any Lease of, nor does the Seller or any of its Affiliates have Knowledge of the existence of, any material breach default, event, condition or circumstance that, with or without notice, lapse of time, or both, would constitute a material default under any of the Leases, or would permit termination, cancelation, material modification or acceleration of rent under such Lease. (c) Section 3.15(c) of Except as would not, individually or in the Company Disclosure Letter contains a complete aggregate, reasonably be expected to be material and accurate list of adverse to the Business, the Real Property constitutes all of the existing subleases, licenses real property used and occupied by the Seller and its Affiliates Primarily Related to the Business as currently conducted. All Real Property is in compliance with applicable Laws in all material respects. Neither the Seller nor any Affiliate has received any written notice (or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its SubsidiariesSeller’s Knowledge, any right to use or occupyoral notice), now or in the future, affecting any of the Leased Real Property. With respect to each , of the Subleases: (A) to the Company’s Knowledgeany pending or threatened condemnation, there are no disputes with respect to such Sublease; and (B) the eminent domain, taking, transfer in lieu thereof, rezoning or other party to such Sublease is not an Affiliate ofsimilar proceedings by any Governmental Entity, and otherwise does not have any economic interest in, the Company or any Subsidiaryzoning, building code or other moratorium legal proceeding to impose any special assessment. (d) Section 3.15(dTo Seller’s Knowledge, all buildings, structures, foundations, improvements, fixtures, buildings systems and equipment, and all components thereof, located on the Real Property are in good operating condition and repair (normal wear and tear excepted) in all material respects and are fit and sufficient for use and no significant repairs thereof are required for which Seller or any of its Subsidiaries would have an obligation under applicable Law to undertake. (e) Except as would not, individually or in the aggregate, reasonably be expected to be material and adverse to the Business, each Easement, or memorandum of such Easement (or similar document) with respect to such Easement, has been filed for record in the real property records of the Company Disclosure Letter sets forth applicable county or counties in which the real property subject to each Easement is situated to the extent the same is required to be filed for record in the Ordinary Course of Business and reasonably industry standard methods. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all material portions of the Seller’s pipelines and appurtenant facilities are located on land that is: (1) Real Property, or (2) an Easement. The Seller has adequate ingress and egress rights to access each Lease and Sublease Easement for all purposes related to the purposes of such Easement. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the expiration date of such Lease no Easement has been relocated or Subleaseterminated, (ii) any payments in connection there are no material defaults, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute such Lease a material breach or Sublease triggered default or accelerated in connection with permit the transactions contemplated by this Agreement termination, modification or relocation of such Easement, and (iii) all Easements in place permit Seller to operate its pipelines and appurtenant facilities in the amount of the security deposit, if any, applicable to such Lease or Subleasemanner Seller’s Business is currently conducted in all material respects.

Real Property. (a) Neither Section 6.18(a) of the Company ILG Disclosure Schedule sets forth the common address, as of the date hereof, of all ILG Owned Real Property. ILG and the ILG Subsidiaries have good and marketable fee simple title (or the applicable local equivalent) to all ILG Owned Real Property, subject to any Permitted Liens. As of the date hereof, neither ILG nor any of its Subsidiaries owns has received written notice of any pending condemnation, expropriation, eminent domain or similar Action affecting all or any material portion of the ILG Owned Real Property. None of ILG or any of the ILG Subsidiaries has ever owned leased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any real propertyinterest in the ILG Owned Real Property, other than in the ordinary course of business consistent with past practice. (b) Section 3.15(b6.18(b) of the Company ILG Disclosure Letter contains a complete and accurate list Schedule sets forth the common address, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “ILG Leased Real Property”, . ILG and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its ILG Subsidiaries have a valid and own valid enforceable leasehold estates estate in the all ILG Leased Real Property, free subject to the Remedies Exception and clear of all liens other than any Permitted Liens. To the knowledge of the Company, neither the Company Neither ILG nor any of its Subsidiaries Subsidiaries, nor, to the knowledge of ILG, as of the date hereof, any other party thereto, is in material breach of or default under any Lease. (c) Section 3.15(c) Contract pursuant to which ILG and the ILG Subsidiaries occupy any ILG Leased Real Property. Neither ILG nor any of its Subsidiaries has, as of the Company Disclosure Letter contains a complete date hereof, received any written notice from any lessor of such ILG Leased Real Property of any breach of or default under any such Contract pursuant to which ILG and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to ILG Subsidiaries occupy any Person, other than the Company ILG Leased Real Property by ILG or any of its SubsidiariesSubsidiaries (in each case, any right to use with or occupywithout notice or lapse of time or both), now which breach or in the future, default has not been cured. None of ILG or any of the ILG Subsidiaries has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the tenant’s interest in the ILG Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither PGHL nor any Subsidiary of PGHL owns any real property. Neither PGHL nor any Subsidiary of PGHL is party to any agreement or option to purchase any real property interest therein. Schedule 5.18 of the Company nor PGHL Schedules contains a true, correct and complete list, as of the date of this Agreement, of all Leased Real Property including, the address of each Leased Real Property. PGHL has made available to FTAC true, correct and complete copies of the material Contracts pursuant to which PGHL or any of its Subsidiaries owns occupy (or have been granted an option to occupy) the Leased Real Property or is otherwise a party with respect to the Leased Real Property (the “Leases”). Except as would not be material to PGHL and its Subsidiaries, taken as a whole, PGHL or one of its Subsidiaries has ever owned a valid and subsisting leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, subject only to Permitted Liens. With respect to each Lease and except as would not constitute a Material Adverse Effect, (i) such Lease is valid, binding and enforceable and in full force and effect against PGHL or one of its Subsidiaries and, to PGHL’s knowledge, the other party thereto, subject to the Enforceability Exceptions, (ii) neither PGHL nor one of its Subsidiaries has received or given any real propertywritten notice of material default or material breach under any of the Leases; and (iii) there does not exist under any Lease any event or condition which, with notice or lapse of time or both, would become a material default by PGHL or one of its Subsidiaries or, to PGHL’s knowledge, the other party thereto. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of Neither PGHL nor its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens therein which are not of the type described is still in clause (iii) of the definition thereofeffect. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company Neither PGHL nor any of its Subsidiaries is in material breach of default or default under violation of, or not in compliance with, any Lease. (c) Section 3.15(c) legal requirements applicable to its occupancy of the Company Disclosure Letter contains a complete Leased Real Property, except as would not be material to PGHL and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use taken as a whole. No construction or occupy, now expansion is currently being performed or in the future, is planned for 2020 or 2021 at any of the Leased Real Property. With respect Properties that is expected to each of the Subleases: (A) result in liability to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company PGHL or any Subsidiaryof its Subsidiaries in excess of $2,000,000 in any such calendar year. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither the Company nor any of Other than as set forth on Schedule 6.8(a), Purchaser and its Subsidiaries owns or has ever owned do not own and do not have any right to acquire any real propertyproperty (the “Purchaser Owned Real Property”). (b) Section 3.15(bSchedule 6.8(b) of the Company Disclosure Letter contains sets forth a complete and accurate correct list of all Contracts pursuant to which Purchaser or any of the existing material its Subsidiaries leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or otherwise occupies or has the right to use or occupy, now or in the future, any real property as tenant, subtenant or licensee with a rental value in excess of 7,500 square feet $200,000 (such propertyeach, a “Purchaser Real Property Lease”), together with the address of the related property (the “Purchaser Leased Real Property” and, together with the Purchaser Owned Real Property, the “Leased Purchaser Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Purchaser has provided to the Company has heretofore delivered or made available to Newco a complete and accurate correct copy of all Leases (each such Purchaser Real Property Lease, including all amendments, modifications, amendmentsexhibits and schedules. Purchaser or its Subsidiaries, supplementsas applicable, waivers and side letters thereto). With respect to have a valid leasehold interest under each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Purchaser Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens any Lien (other than Permitted Liens). To the knowledge Each such Purchaser Real Property Lease is in full force and effect and constitutes a legal, valid and binding obligation of the Company, neither the Company nor any of Purchaser and its Subsidiaries and, to Purchaser’s Knowledge, the other party or parties thereto, enforceable against Purchaser and its Subsidiaries and, to Purchaser’s Knowledge, such other party or parties in accordance with its terms, subject to the Enforceability Limitations. Purchaser and its Subsidiaries have performed and complied with all of their covenants and obligations under each Purchaser Real Property Lease, and neither Purchaser nor its Subsidiaries nor, to Purchaser’s Knowledge, any other party to a Purchaser Real Property Lease, is in material in, or is alleged to be in, breach of or default under such Purchaser Real Property Lease, nor has there occurred an event or condition that with the passage of time or giving of notice (or both) would constitute such a breach or default. Neither Purchaser nor its Subsidiaries sublease, as sublessor, any Lease. (c) Section 3.15(c) portion of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses real property owned by Purchaser or similar agreements (each a “Sublease”) granting its Subsidiaries or subject to their Purchaser Real Property Leases to any other Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither All Leases and other agreements that are included in the Company nor any of its Subsidiaries owns Assets pursuant to which Seller leases or has ever owned otherwise occupies real property as a tenant, are set forth in Schedule 2.1(a)-1 and all Subleases and other agreements that are included in the Assets pursuant to which Seller subleases any real propertyproperty as lessor or sublessor are set forth on Schedule 2.1(a)-2. True copies of the Leases and Subleases have previously been delivered to Buyer or will be delivered to Buyer within 2 Business Days after the date hereof. With respect to each Lease and Sublease, except as set forth in Schedule 3.10(a), (i) each Lease and Sublease may be assigned by Seller to Buyer, (ii) each Lease and Sublease is in full force and effect and constitutes a valid and binding obligation of Seller and, to Seller's Knowledge, the other parties thereto, (iii) Seller has not received any notice from the other party to any Lease or Sublease of the termination thereof, (iv) there is no material default or event which, with notice or lapse of time or both, would constitute a material default on the part of Seller (or, to Seller's Knowledge, on the part of any other party thereto) and (v) subject to the receipt of applicable Required Consents, Seller has, and immediately after the Closing Retail Sub will have, good title to the leasehold estates in each parcel of Leased Real Property that is the subject of each such Lease, free and clear of any Lien, except for Permitted Liens and Liens created by, or arising as a result of the ownership of the Assets by, Retail Sub. (b) Section 3.15(b) of the Company Disclosure Letter Schedule 2.1(a)-3 contains a an accurate and complete and accurate list of all real property owned by Seller and used primarily in, or necessary to the operation of, the Business as currently conducted (other than the Excluded Assets). Legal descriptions of the existing material leasesReal Properties, subleasesto the extent available, licenses or other agreements under which will be delivered to Buyer within ten Business Days after the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”date hereof. Seller has, and each such leaseimmediately after the Closing Retail Sub will have, subleasegood, license or other agreement, a “Lease”). The Company has heretofore delivered or made available fee simple title to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Owned Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than any Liens, except for Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) As of the Company Disclosure Letter contains a complete and accurate list of date hereof, except as set forth on Schedule 3.10(c), there is no pending or, to Seller's Knowledge, threatened condemnation, expropriation, eminent domain or similar proceeding affecting all or any part of the existing subleasesPremises, licenses or similar agreements (each a “Sublease”) granting to and Seller has not received any Person, other than the Company or any written notice of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiarysame. (d) Section 3.15(d) Except as would not materially impair the operation of the Company Disclosure Letter sets forth for each Lease and Sublease any Retail Store, (i) the expiration date of such Lease all Premises and all buildings, structures, fixtures and improvements thereon conform, including usage by Seller, with all applicable contractual requirements and building, zoning, subdivision, land use, fire and other Laws pertaining to or Subleaseaffecting real property, (ii) there are no persons in possession of any payments in connection with such Lease or Sublease triggered or accelerated in connection with of the transactions contemplated by this Agreement Real Property other than Seller and other than tenants under the Subleases, (iii) the amount no building or other improvement which is part of any of the security depositReal Property encroaches, if anyin any respect, applicable upon any property owned by any adjacent landowner or upon any real property interest held by any other person with respect to any of the Real Property (including easements on the Real Property) or upon any setback lines or similar restrictions and no asset of any other person encroaches upon the Real Property, (iv) all water, sewer, gas, electricity, telephone and other utilities serving the Real Property are supplied directly to the Real Property by facilities of public utilities and are adequate for the conduct of the Business and (v) each parcel of Real Property abuts on and has direct vehicular access to a public road, or has limited access to a public road via a permanent irrevocable, appurtenant easement benefitting such parcel, and access to such Lease or SubleaseReal Property is provided by paved public rights-of-way with adequate curb cuts available.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned The Seller does not own any real property. (b) Section 3.15(b4.8(b) of the Company Disclosure Letter contains Schedule sets forth, as of the date of this Agreement, a correct and complete and accurate list of all of the existing material leasesreal property leased, subleases, licenses subleased or other agreements under which licensed to the Company Seller or any of its Subsidiaries uses Transferred Subsidiary or occupies any office space that the Seller or any Transferred Subsidiary has the a right to use occupy under a services or occupy, now or in the future, any real property in excess of 7,500 square feet membership agreement (such property, the “Leased Real Property”), including (i) the address for any such leased real property; (ii) the title and date of and the parties to each Contract evidencing the applicable lease or sublease of each such leased real property, and any and all amendments, modifications, and side letters relating thereto, if any (each such lease, a “Lease”); (iii) the remaining term of each Lease (other than the Excluded Leases) (including any renewal options and their terms); (iv) the amount of any security deposit or letter of credit held by the landlord; (v) whether any sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes occupancy agreement exists with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereofof the premises (collectively, “Subleases”); and (Dvi) there are no liens whether any subordination, non-disturbance and attornment agreement is in effect between the tenant and any mortgagee or encumbrances on ground lessor. The Seller has provided the estate or interest created by such Buyer with correct and complete copies of each Lease, other than Permitted Liens which are not of the type described . (c) Except as set forth in clause (iiiSection 4.8(c) of the definition thereof. The Company and/or its Subsidiaries have and own Disclosure Schedule, as of the date of this Agreement, (i) the Seller or a Transferred Subsidiary, as applicable, has valid leasehold estates interests in the Leased Real Property, in each case, free and clear of all liens Liens (other than Permitted Liens. To the knowledge of the Company), (ii) each Lease is in full force and effect, (iii) all rent and other material sums and charges payable thereunder are current and (iv) neither the Company Seller nor the Transferred Subsidiary party to such Lease has received written notice that it is currently in default in any material respect with respect thereto. Neither the Seller nor any of its Subsidiaries Transferred Subsidiary is in material breach of or default under or has received any Leasewritten notice of default by any landlord of a Lease that remains outstanding, and, to the Knowledge of the Seller, no such landlord is in default under its Lease beyond any applicable notice, grace or cure period thereunder. (cd) Except as set forth in Section 3.15(c4.8(d) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleasesSchedule, licenses or similar agreements (each a “Sublease”) granting to any Person, there is no Person other than the Company Seller or a Transferred Subsidiary in possession of any of its Subsidiaries, any right to use or occupy, now or in the future, any portion of the Leased Real Property. With respect to each , and no Contract grants any Person (other than the Seller or any Transferred Subsidiary) the right of use or occupancy of any portion of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any SubsidiaryLeased Real Property. (de) The Seller’s and the Transferred Subsidiary’s, as applicable, use of the Leased Real Property complies in all material respects with all applicable Laws, covenants, conditions, restrictions, easements, disposition agreements and similar matters affecting the Leased Real Property. All material Permits (including certificates of use and occupancy) required in connection with the use, occupation and operation of the Leased Real Property, in each case to the extent required to be obtained by the Seller or a Transferred Subsidiary, as applicable, under each applicable Lease, have been obtained and are in effect. (f) There are no pending or, to the Knowledge of the Seller, threatened condemnation, fire, health, safety, building, zoning or other land use regulatory legal proceedings relating to any portion of the Leased Real Property that are reasonably expected to materially and adversely affect the current use, occupancy or value thereof. To the Knowledge of the Seller, no fact or condition exists that could result in the termination or material reduction of the current access from the Leased Real Property to existing roads or to water, sewer or other utility services presently serving the Leased Real Property to the extent such services are material to the use of the Leased Real Property. (g) Except as set forth in Section 3.15(d4.8(g) of the Company Disclosure Letter sets forth for each Lease and Sublease Schedule, (i) no Lease (other than the expiration date Excluded Leases) requires the consent of the landlord to the assignment of such Lease to the Buyer or the consummation of the Transactions, (ii) no Lease (other than the Excluded Leases) contains any provision that would give the landlord thereunder any right of termination, recapture, acceleration or modification of any term or condition of such Lease or Subleaseright to receive any transfer premium as a result of a change of control of any Transferred Subsidiary, and (iiiii) no Lease (other than the Excluded Leases) requires payment of any payments in connection with such Lease transfer, assignment or Sublease triggered or accelerated similar fee to the landlord in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or SubleaseTransactions.

Real Property. (a) Neither the The Company nor any of and its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete good and accurate list of marketable indefeasible fee simple title to all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Owned Real Property”, Property free and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy clear of all Leases (including all modificationsEncumbrances, amendments, supplements, waivers other than Permitted Encumbrances and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect outstanding options, rights of first offer or rights of first refusal to purchase such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Owned Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate thereof or interest created by such Lease, other than Permitted Liens therein. Neither the Seller nor any of its Affiliates owns any material real property which are not is used exclusively in the business of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted LiensCompany. To the knowledge of the CompanySeller’s Knowledge, neither the Company nor any of its Subsidiaries is a party to any agreement or option to sell any Owned Real Property. (b) Each lease relating to Leased Real Property is a valid agreement enforceable against the Company or its Subsidiary and to the Seller’s Knowledge, against the other parties thereto. None of the Company or its Subsidiaries is in material default or breach, or has received a written notice alleging that it is in material default or breach, under any lease relating to the material Leased Real Property and, to the Seller’s Knowledge, none of the other parties to such leases is in material default or breach thereunder. The transactions contemplated herein do not require the consent of any other party to any Specified Leases, will not result in a breach of or default under any LeaseSpecified Leases, or otherwise cause any Specified Leases to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the First Stage Closing or the Second Stage Closing, as applicable. (c) Section 3.15(c) of Other than the Shared Site Agreements, there are no material agreements between the Seller and its Affiliates (other than the Company Disclosure Letter contains a complete and accurate list of all of its Subsidiaries), on the existing subleasesone hand, licenses or similar agreements (each a “Sublease”) granting to any Person, other than and the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) on the other party hand, providing for arrangements pursuant to such Sublease is not an which sites are shared between the Seller or its applicable Affiliate of(other than the Company and its Subsidiaries), on the one hand, and otherwise does not have any economic interest in, the Company or any its applicable Subsidiary, on the other hand. (d) Section 3.15(d) To the Seller’s Knowledge, from 1 January 2006 to the Signing Date or to the Supplemental Disclosure Date, as applicable, the Company has not received any written notice from any Governmental Authority or any Third Party that any of the Real Property is not in compliance with all applicable Legal Requirements, except for such failures to comply that, individually or in the aggregate, would not have a Material Adverse Effect or materially adversely affect the ability of the Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement. To the Seller’s Knowledge, from 1 January 2006 to the Signing Date or to the Supplemental Disclosure Date, as applicable, none of the Company Disclosure Letter sets forth for each Lease and Sublease (i) or its Subsidiaries has received any written threat of condemnation or similar proceeding relating to the expiration date of such Lease Real Property or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Subleasematerial portion thereof.

Real Property. (a) Neither Holdings or its Subsidiaries, as the Company case may be, holds good, valid, legal and marketable fee title to the Holdings Owned Real Property, free and clear of all Liens, except for Permitted Liens. (b) Holdings or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the Holdings Leased Real Property free and clear of all Liens, except for Permitted Liens. (c) The Holdings Owned Real Property and the Holdings Leased Real Property are referred to collectively herein as the “Holdings Real Property.” The Holdings Real Property constitutes all real property necessary for the conduct of the business of Holdings and its Subsidiaries, taken as a whole, as currently conducted. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Holdings Material Adverse Effect, neither Holdings nor any of its Subsidiaries owns has received written notice of any Proceedings in eminent domain, condemnation or has ever owned other similar Proceedings that are pending, and to Holdings’s Knowledge there are no such Proceedings threatened, affecting any real property. (b) Section 3.15(b) portion of the Company Disclosure Letter contains a complete Holdings Real Property and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or neither Holdings nor any of its Subsidiaries uses has received written notice of the existence of any Order or occupies of any pending Proceeding relating to the ownership, lease, use, occupancy or has operation by any Person of the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Holdings Real Property”. Neither Holdings nor any of its Subsidiaries has leased, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the a material right to use or occupy such Leased any of the material Holdings Real Property or any material portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company Neither Holdings nor any of its Subsidiaries is in material breach of has granted any option or default under other right to any Lease. (c) Section 3.15(c) third party to purchase any of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company material Holdings Real Property or any of its Subsidiariesmaterial portion thereof. Except as has not had and would not reasonably be expected to have, any right to use or occupy, now individually or in the futureaggregate, any a Holdings Material Adverse Effect, each portion of the Leased Holdings Real Property. With respect Property and all buildings and improvements located on the Holdings Real Property are in a state of good operating condition, subject to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; reasonable wear and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiarytear. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither With respect to each parcel of ▇▇▇▇▇▇▇ Owned Real Property or CBS Owned Real Property, as applicable, the Company nor any of its Subsidiaries owns or has ever acquiring party may obtain customary owner’s title commitments and current surveys, all at the acquiring party’s expense, prior to Closing. The conveying party shall provide the acquiring party access to the applicable owned any real propertyproperty to perform such surveys, provided that such surveys are conducted during normal business hours upon reasonable prior notice to the conveying party. (b) Section 3.15(bIf any such title commitment or survey discloses either that (i) any facilities or improvements of others encroach upon the Company Disclosure Letter contains ▇▇▇▇▇▇▇ Owned Real Property or CBS Owned Real Property, as applicable, or (ii) any facilities or improvements on the ▇▇▇▇▇▇▇ Owned Real Property or CBS Owned Real Property, as applicable, encroach upon adjacent real property, in either case in any material respect (in either case, an “Encroachment”), then the acquiring party shall provide a complete and accurate list of copy thereof to the conveying party and: except as set forth below, the conveying party shall remediate such Encroachment in all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or respects in the futureordinary course of business; and if such remediation is not completed prior to Closing, then the parties shall proceed to Closing (with the conveying party’s representations and warranties deemed modified to take into account any real property such condition) and the conveying party shall remediate such Encroachment in excess of 7,500 square feet all material respects after Closing (such property, and the “Leased Real Property”, acquiring party will provide access and each such lease, sublease, license or any other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes reasonable assistance requested with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Leaseobligation). (c) Section 3.15(c) of Notwithstanding anything herein to the Company Disclosure Letter contains a complete and accurate list of all of contrary, if the existing subleases, licenses or similar agreements (each a “Sublease”) granting reasonably estimated cost to remedy any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or such Encroachments in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes aggregate with respect to any single property exceeds the Threshold Amount, then within 10 business days of receipt of written notice of such Sublease; and Encroachments from the acquiring party, the conveying party shall notify the acquiring party of its election either to (Bi) remediate such Encroachments in all material respects or (ii) not remediate such Encroachments in all material respects, in which event the other acquiring party may terminate this Agreement on written notice to such Sublease is not an Affiliate of, and otherwise the conveying party. If the acquiring party does not have elect to terminate this Agreement, then the conveying party shall pay the remediation costs up to the Threshold Amount for such property, but shall not be otherwise liable to the acquiring party under this Agreement for such Encroachments, whether under this Section or the indemnification provisions or otherwise under any economic interest in, the Company or any Subsidiarylaw. (d) All Encroachments that are not known to the conveying party on the date of this Agreement shall be deemed an exception to the conveying party’s representations and warranties in Section 3.15(d) of 2.7 or 3.7, as applicable, but any such exception does not limit the Company Disclosure Letter conveying party’s obligations under this Section 5.11, which shall survive Closing in full force and effect until performed in full. This Section 5.11 sets forth for each Lease and Sublease (i) the expiration date of such Lease acquiring party’s sole remedy if a title commitment or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Subleasesurvey discloses an Encroachment.

Real Property. (a) Neither the Company nor No Seller owns any of its Subsidiaries owns or has ever owned any real propertythe Office Locations. (b) Section 3.15(b) Seller has provided to Buyer a true and complete copy of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and Property Lease for each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)Office Location. With respect to each Real Property Lease, to the Knowledge of Sellers (i) such Real Property Lease is valid, binding and in full force and effect with respect to the Leases: Seller who is the lessee or sublessee, as applicable, thereunder, and the other parties thereto; (Aii) all payments required to have been made under such Real Property Lease by such Seller have been made; (iii) there are no other defaults or events of default under, or events which with due notice or lapse of time, or both, would constitute defaults or events of default under, such Real Property Lease by such Seller, or, the Company’s landlord or Subsidiary’s sub landlord, as applicable, under such Real Property Lease; (iv) except as described in Schedule 3.16, the Contemplated Transactions do not require the consent of any other party to any Real Property Lease, will not result in a breach of or default under any Real Property Lease, and will not otherwise cause any Real Property Lease to cease to be legal, valid, binding, and in full force and effect on identical terms following Closing; (v) Sellers’ possession and quiet enjoyment of the Leased real property subject of the Real Property under such Lease Leases has not been disturbed, and to the Company’s ; (vi) no security deposit or Subsidiary’s knowledge, there are no disputes portion thereof deposited with respect to such any Real Property Lease has been applied in respect of a breach of or default under a Real Property Lease that has not been redeposited in full; (vii) no Seller owes in the future any brokerage commissions or finder’s fees with respect to any Real Property Lease; (Bviii) except as described in Schedule 3.16, the Company or Subsidiary other party to any Real Property Lease is not an Affiliate of, and otherwise does not have, any economic interest in any Seller; (ix) no Seller has not collaterally assigned or granted any other security interest Encumbrance in such any Real Property Lease or any interest therein; and (Cx) the Company or Subsidiary no Seller has not subleased, licensed licensed, or otherwise granted any Person the right to use or occupy such Leased the real property subject of the Real Property Leases or any portion thereof; and (D) there are no liens or encumbrances thereof except as detailed on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any LeaseSchedule 3.16. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (ai) Neither the Company nor Seller does not own any of its Subsidiaries owns or has ever owned interest in any real propertyproperty (other than as lessee) except as set forth in Section 3.4(e)(i) of the Disclosure Memorandum (such properties being referred to herein as “Seller Realty”). Seller has good title to the Seller Realty and the titles to the Seller Realty are covered by title insurance policies providing coverage in the amount of the original purchase price. Seller has not encumbered the Seller Realty since the effective dates of the respective title insurance policies. (bii) Section 3.15(b) The interests of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or Seller in the future, any real property Seller Realty and in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to under each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there Seller Leases are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of any and all liens other than Permitted Liens. To Liens and are subject to no present claim, contest, dispute, action or, to the knowledge of the CompanySeller, neither the Company nor any of its Subsidiaries is threatened action at law or in material breach of or default under any Leaseequity. (ciii) Section 3.15(c) of The present use and operations of, and improvements upon, the Company Disclosure Letter contains a complete Seller Realty and accurate list of all of real properties included in the existing subleases, licenses or similar agreements Leased Properties (each a the “SubleaseSeller Leased Real Properties”) granting are in material compliance with all applicable building, fire, zoning and other applicable laws, ordinances and regulations and with all matters of record, no notice of any violation or alleged violation thereof has been received, and there are no proposed changes therein that would affect the Seller Realty, the Seller Leased Real Properties or their uses. (iv) No rent has been paid in advance and no security deposit has been paid by, nor is any brokerage commission payable by or to, Seller with respect to any PersonSeller Lease, other than the Company in each case, in any material amount. (v) Seller is not aware of any proposed or any of its Subsidiaries, any right to use or occupy, now or pending change in the futurezoning of, or of any proposed or pending condemnation proceeding with respect to, any of the Seller Realty or the Seller Leased Real Property. With respect to each of Properties which may adversely affect the Subleases: (A) to Seller Realty or the Company’s KnowledgeSeller Leased Real Properties, there are no disputes with respect to such Sublease; and (B) or their current use or the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiaryuse currently contemplated by Seller. (dvi) Section 3.15(d) The buildings and structures owned, leased or used by Seller are, taken as a whole, in good operating order (except for ordinary wear and tear), usable in the ordinary course of business, and are sufficient and adequate to carry on the Company Disclosure Letter sets forth for each Lease business and Sublease (i) the expiration date affairs of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or SubleaseSeller.

Real Property. (a) Neither None of the Company nor Acquired Entities owns any of its Subsidiaries owns or has ever owned any real freehold property. (b) Section 3.15(bSchedule 3.13(b) of the Company Disclosure Letter contains a complete lists and accurate list of describes briefly all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet leased or subleased to each Acquired Entity (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company Sellers have delivered to Buyer accurate copies of the lease and sublease Contracts (as amended to date) required to be listed in Schedule 3.13(b) of the Disclosure Letter and all ancillary documents pertaining thereto (the “Leases”) which are the only properties owned leased or occupied or in which the Acquiring Entity has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)an interest. With respect to each of the Leases: Lease: (Ai) the Company’s or Subsidiary’s possession and quiet enjoyment of Acquired Entities has title to the Leased Real Property under such Lease has not been disturbed, property demised by the Leases and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the CompanyManagement Seller’s Knowledge, there are no disputes circumstances which would entitle or require any landlord or any other person to exercise any powers of entry or right to forfeiture or right to take possession or which would otherwise restrict or terminate the continued sole and exclusive possession or occupation of each Acquired Entity under the Leases, provided no warranty within this Agreement extends to the state of condition and repair of the Leased Real Property other than within Sections 3.13(c)(xiii), 3.13(c)(xiv) and 3.13(d); (ii) there are no pending or threatened, Actions relating to the property demised by the Leases or other matters affecting adversely the current use, occupancy and no Acquired Entity has any actual or contingent liability in respect of any property formerly owned or occupied by it or in respect of which it acted as a guarantor save as set out in the Schedule 3.13(ii) of the Disclosure Letter; (iii) to the Management Sellers’ Knowledge, the user will not be adversely affected by planning proposals or schemes nor is any user stated to be personal, no planning permission is suspended or remains unimplemented in whole or in part, no planning application has been submitted which awaits determination, the Acquired Entities have not received any proposals from any local or other authority involving compulsory acquisition or requisition, and the land does not serve any adjoining property for any purpose inconsistent with respect the use of the land, and the property is not located within any flood plain or subject to such Subleaseany similar type restriction for which any Permits necessary to use it have not been obtained; (iv) to the Management Sellers’ Knowledge, the property demised by the Leases have been constructed for purposes permitted under applicable Law and in accordance with the requirements of the relevant local or other interested authorities which have been fully complied with, and the user (or intended user) of them, is as of right or the permitted user of them for the purposes of applicable Law; and is the indicated primary use under approved development plans for the relevant area in which the property demised by the Leases are situated; (Bv) there are no Contracts granting to any Person the other party right of use or occupancy of any portion of the parcel of real property; (vi) there are no Contracts to such Sublease purchase the parcel of real property, or any portion thereof, or interest therein and no person is not an Affiliate ofentitled to any option, and otherwise does not have any economic right over, interest in, right of pre-emption, first refusal, surrender or determination relating to any of the Company Leases nor is any person in the course of acquiring any of these, any options or rights enjoyed by any SubsidiaryAcquired Entity have so far as the Management Sellers are aware been protected by the appropriate registration where necessary and all appropriate notices have been properly served where any such option or right has become exercisable; (vii) there are no Persons (other than the Acquired Entities) in possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 3.13(b) of the Disclosure Letter; (viii) to the Management Sellers’ Knowledge, all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable Laws and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the parcel of real property; (ix) to the Management Sellers’ Knowledge, each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of real property; and (c) With respect to each Lease: (i) the relevant Contract is Enforceable properly stamped and in full force and effect in accordance with its respective terms and the Acquired Entities is the legal and beneficial owner under the Leases; (ii) the relevant Contract will continue to be Enforceable and in full force and effect on identical terms following the consummation of the Transactions; (iii) no notice of any breach has been received by any Management Seller, and the Management Sellers are not aware of any dispute relating to any of the Leases; (iv) no party to the relevant Contract has repudiated any provision thereof; (v) there are no Actions or Orders in effect as to the relevant Contract; (vi) no Acquired Entity has granted or suffered to exist any Encumbrance in the leasehold or subleasehold Contract; (vii) to the Management Sellers’ Knowledge, all facilities leased or subleased under the Contract have received all real estate and environmental Permits required in connection with the operation thereof and the Acquired Entities have performed and observed all requirements (whether in relation to freehold or leasehold land) affecting the properties demised by the Leases in accordance with applicable Laws; (viii) no Acquired Entity has committed to sublet or assign its interest under any Lease (except to another Acquired Entity) and to the Management Sellers’ Knowledge, there are no undisclosed covenants, stipulations, restrictions, easements, rights of way, exceptions, reservations, grants, conditions, agreements or declarations affecting any of the Leases or its use; (ix) the Leases are not subject to the payment of any outgoings other than business or water rates and the sums reserved by the lease under which any of the properties demised by the Leases are held; (x) where the rent reserved by any of the Leases is subject to review, all such reviews are calculated only on an open market basis and all rent review notices have been served within any requisite time limits and there are no legal disputes outstanding as to the settlement of the relevant level of rent nor have there been previous legal disputes as to the interpretation or implementation of the rent review provisions; (xi) none of the Leases contains a provision requiring landlord’s consent on change of ownership of the issued share capital of the tenant or the control of the tenant; (xii) the Acquired Entity in whom title is vested has paid all rent, insurance, service charges licence fees and all other outgoings which have become due in respect of each of the Leases; (xiii) to the Management Sellers’ Knowledge, no structural or other material defects have appeared in respect of, or affected, the buildings and structures on, or comprising, the properties demised by the Leases that would materially interfere with its use or materially impair its value; (xiv) the Acquiring Entities have not received notice of dilapidations in respect of any properties demised by the Leases; and (xv) to the Management Sellers’ Knowledge, there is no other matter which materially and adversely affects the leasehold title of the Acquiring Entities to the Leased Real Property, which, to the Management Sellers’ Knowledge, should be revealed to a buyer of shares of the Company. (d) Section 3.15(dThe Acquired Entities have not received any requests for any repairs, restorations or improvements to the Leased Real Property which have not been satisfied by them. (e) The Leased Real Property, together with easements, licenses, tenements and hereditaments appurtenant thereto, include all of the Company Disclosure Letter sets forth real property used or held for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments use in connection with such Lease or Sublease triggered or accelerated in connection with otherwise required to carry on the transactions contemplated by this Agreement and (iii) the amount business of the security deposit, if any, applicable Acquired Entities in substantially the manner it has been conducted prior to such Lease or Subleasethe date of this Agreement.

Real Property. (a) Neither the Public Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b3.9(b) of the Public Company Disclosure Letter contains Schedule sets forth a complete and accurate list as of the date of this Agreement of all of the existing material leases, subleases, subleases or licenses or other agreements under pursuant to which the Company or any of its Subsidiaries uses leases, , licenses or occupies or has the is otherwise granted a right to of use or occupy, now or in the futureoccupancy of, any real property in excess material to the conduct of 7,500 square feet the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, from any Person other than Public Company or any of its Subsidiaries (such propertyas amended through the date of this Agreement, the “Public Company Leases”) and the location of the premises subject thereto (the “Public Company Leased Real Property”, and each such lease, sublease, license or other agreement, a “LeaseProperties”). The Public Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has have not been disturbedamended, and to the Company’s modified or Subsidiary’s knowledge, there are no disputes with supplemented in any material respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest except as expressly set forth in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iiiSection 3.9(b) of the definition thereofPublic Company Disclosure Schedule. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Neither Public Company nor any of its Subsidiaries nor, to Public Company’s Knowledge, any other party to any Public Company Lease is in material breach of or default under any Lease. (c) Section 3.15(c) of the Public Company Disclosure Letter contains Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to have a complete and accurate list of all Public Company Material Adverse Effect. Except as is not reasonably likely to have a Public Company Material Adverse Effect, assuming good fee title to the Public Company Leased Properties is vested in each of the existing subleaseslessors thereof, licenses or similar agreements (each a “Sublease”) granting and subject to any PersonPermitted Liens affecting the leasehold interest of the Public Company and its Subsidiaries in the Public Company Leased Property, other than the Public Company and its Subsidiaries have valid and enforceable leasehold interests in the Public Company Leased Properties, unencumbered by any Liens. Except as is not reasonably likely to have a Public Company Material Adverse Effect, to Public Company’s Knowledge, (i) no event has occurred or condition exists that with the passage of time is likely to result in any default of Public Company or any of its Subsidiaries, any right to use or occupy, now or in the future, Subsidiaries under any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate ofPublic Company Leases, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments the Public Company Leased Properties, and the business activities of Public Company and its Subsidiaries at the Public Company Leased Properties, are in connection with such Lease or Sublease triggered or accelerated in connection compliance with the transactions contemplated by this Agreement material terms and conditions of the Public Company Leases, and (iii) the amount Public Company Leased Properties are otherwise in good operating condition and repair as of the security depositdate of this Agreement, if anyordinary wear and tear excepted. Neither Public Company nor any of its Subsidiaries leases, applicable subleases or licenses any real property to such Lease or Subleaseany Person other than Public Company and its Subsidiaries. Public Company has made available to Private Company complete and accurate copies of all Public Company Leases.

Real Property. (aSchedule 2.1(b) Neither the Company nor any sets forth a list and -------------- description of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a all Leased Real Property, and is true, complete and accurate list of in all of respects. There is no Owned Real Property owned or used by Seller in connection with the existing material leasesBusiness. Seller is holding, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such propertyshall hold at Closing, the “leasehold interests to all Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the any Leased Real Property under such Lease has not been disturbedhereafter acquired, in each case free and clear of any Liens, except for Permitted Liens. At the Closing, Seller shall have and shall transfer to Buyer its leasehold interests in and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the all Leased Real Property, free and clear of any and all liens other than Liens (except for Permitted Liens). To There are not pending or, to the knowledge best of the CompanySeller's knowledge, neither the Company nor threatened, any of its Subsidiaries is in material breach of condemnation actions or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company special assessments or any of its Subsidiaries, any right to use or occupy, now or pending proceedings for changes in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes zoning with respect to such Sublease; Real Property or any part thereof and (BSeller has not received any notice of the desire of any public authority or other entity to take or use any Real Property or any part thereof. To Seller's knowledge, there is no material defect in any of the structures on the Real Property which would interfere with the current use of such structures or Buyer's ability to utilize such structures in substantially the same manner in which they are currently used by Seller. Each parcel of Real Property has access to all public roads, utilities, and other services necessary for the operation of the relevant System with respect to such parcel and except for the absence of various easements, apartment access agreements and/or commercial service agreements permitting Seller to locate cable on real property owned by third parties which individually or in the aggregate does not and will not have a material adverse effect on any of the Assets, the operation of any System or the financial condition or business of any System, Seller has complied with or otherwise resolved to the satisfaction of the relevant Government Authority, all notices or orders to correct violations of Legal Requirements issued by any Governmental Authority having jurisdiction against or affecting any of the Real Property. All leases and subleases pursuant to which any of the Real Property is occupied or used are set forth on Schedule 2.1(b) and such leases and subleases are valid, subsisting, -------------- binding and enforceable in accordance with their respective terms and there are no existing defaults thereunder or events that with notice or lapse of time or both would constitute defaults thereunder. Seller has not nor, to the best of Seller's knowledge, has any other party to such Sublease is not an Affiliate ofany contract, and otherwise does not have lease or sublease relating to any economic interest inLeased Real Property given or received notice of termination, and, to the best of Seller's knowledge, subject to the receipt of any Required Consents, the Company or any Subsidiary. (d) Section 3.15(d) consummation of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) will not result in any such termination. Subject to the amount receipt of Required Consents, Seller is not nor will it be, as a result of the security deposittransactions contemplated by this Agreement, if anywith the giving of notice or the passage of time or both, applicable in breach of any provision of any contract, lease or sublease relating to any Real Property. All easements, rights-of-way and other rights which are necessary for Seller's current use of any Real Property are valid and in full force and effect, and Seller has not received any notice with respect to the termination or breach of any of such Lease easements, rights-of-way or Subleaseother similar rights.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (bSchedule 3.9(a) Section 3.15(b) contains a true and complete list of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Owned Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: Owned Real Property: (Ai) the Company’s or Subsidiary’s possession Seller has good, marketable and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and insurable fee simple title to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Owned Real Property, free and clear of all liens Liens other than Permitted Liens. To ; (ii) Except for Permitted Liens, Seller has not leased, subleased, licensed or otherwise granted to any Person the knowledge right to possess, use or occupy the Owned Real Property or any portion thereof; (iii) Except for Permitted Liens, there are not outstanding options or rights of first refusal or other agreements granting to any Person any right to purchase or lease the Owned Real Property, or any portion thereof or interest therein; (iv) There are no zoning, entitlement, building codes and other land use regulations, ordinances or legal requirements imposed by any Governmental Body having jurisdiction over the Owned Real Property that individually or in the aggregate materially impair or would reasonably be expected to materially impair the continued use of the CompanyOwned Real Property for the purposes for which it is used for the Business; and (v) Seller has not received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with the Owned Real Property and, neither to the Company nor Knowledge of Seller, no such condemnation proceeding is pending or has been threatened in connection with the Owned Real Property. (b) Schedule 3.9(b) lists all of the IDB-Leased Real Property, including the address of landlord and tenant for each Thorsby Property Lease. (i) Seller has good, marketable and insurable leasehold title to the Thorsby Facility, free and clear of all Liens other than Permitted Liens. (ii) Seller does not own any real property at the site of the Thorsby Facility. There are no zoning, entitlement, building codes and other land use regulations, ordinances or legal requirements imposed by any Governmental Body having jurisdiction over the IDB-Leased Real Property that individually or in the aggregate materially impair or would reasonably be expected to materially impair the continued use of the IDB-Leased Real Property for the purposes for which it is used for the Business. (iii) Seller has delivered to Buyer complete copies of each Thorsby Property Lease, including all amendments and agreements related thereto. Seller holds valid leasehold title to all of the IDB-Leased Real Property, in each case in accordance with the provisions of the applicable Thorsby Property Lease for such IDB-Leased Real Property and free and clear of all Liens except for Permitted Liens. Each Thorsby Property Lease is enforceable against Seller, and to the Knowledge of Seller, each other party thereto in accordance with its Subsidiaries terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, Seller has performed all material obligations to be performed by it under the Thorsby Property Leases, is not in material breach of or default under any such Thorsby Property Lease and no event has occurred or failed to occur that, with or without notice or lapse of time or both, would constitute such a breach or default by Seller or, to the Knowledge of Seller, any other party thereto or, to the Knowledge of Seller, permit termination, modification or acceleration under any such Thorsby Property Lease. (c) Section 3.15(c) . To the Knowledge of Seller, the other parties to the Thorsby Property Leases have, as of the Company Disclosure Letter contains a complete date hereof, performed all obligations required to be performed by such parties thereunder and accurate list are not (with or without the lapse of all time, the giving of the existing subleasesnotice, licenses or similar agreements (each a “Sublease”both) granting in breach or default thereunder. Except for Permitted Liens, Seller has not leased, subleased, licensed or otherwise granted to any PersonPerson the right to possess, other than use or occupy the Company IDB-Leased Real Property or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiaryportion thereof. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (ai) Neither Section 5(f)(i) of the Company nor Seller Disclosure Schedule contains a true, correct and complete list of all Owned Real Property. The Owned Real Property listed on Section 5(f)(i) of the Seller Disclosure Schedule constitutes all of the premises owned by Seller or its Affiliates, including any of its Subsidiaries owns or has ever owned any real propertySubsidiary. (bii) Section 3.15(b5(f)(ii) of the Company Seller Disclosure Letter Schedule contains a true, correct and complete and accurate list of all of the existing material leases, subleases, licenses licenses, occupancy or other agreements (verbal or written) under which the Company Seller or any of its Subsidiaries uses Subsidiary is a tenant or occupies subtenant or has any right with respect to the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet leased, licensed, otherwise occupied by Seller or its Affiliates (such propertyother than the Acquired Subsidiaries) (collectively, the “Leased Real Property”, ). (iii) The Owned Real Property and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not constitutes all of the type described premises occupied by or used in clause (iiiconnection with the conduct of the Business. Except as set forth in Section 5(f)(iii) of the definition thereof. The Company and/or its Subsidiaries have Seller Disclosure Schedule, (A) Seller has good and own valid leasehold estates in title to the Leased Owned Real PropertyProperty set forth on Schedule 2(a)(v) and to all of the buildings, structures and other improvements thereon, free and clear of all liens Liens (other than Permitted Liens. To the knowledge of the CompanyEncumbrances), neither the Company nor any of its Subsidiaries is (B) Seller has a good and valid leasehold interest in material breach of or default under any each Assumed Real Property Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete , free and accurate list clear of all of the existing subleases, licenses or similar agreements Liens (each a “Sublease”) granting to any Person, other than the Company or Permitted Encumbrances), and (C) neither Seller, nor any of its Subsidiaries, has received written notice of any right to use material default under any agreement evidencing any Lien or occupy, now or in other agreement affecting the future, any of the Leased Owned Real Property. With respect to each of the Subleases: (AProperty set forth on Schedule 2(a)(v) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any SubsidiaryAssumed Real Property Lease, which default continues on the Execution Date. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither Each of Parent and its subsidiaries has good and marketable title in fee simple to all real properties owned by it and all buildings, structures and other improvements located thereon and valid leaseholds in all real estate leased by it, other than Parent Permitted Liens. Section 4.19 of the Company nor Parent Disclosure Schedule sets forth a complete list of all (i) real property owned by Parent or its subsidiaries as of the date hereof; and (ii) real property leased, subleased, or otherwise occupied or used by Parent and its Subsidiaries as lessee. With respect to each parcel of real property leased, subleased, or otherwise occupied or used by the Parent or any of its Subsidiaries owns as lessee: (i) the Parent or the applicable subsidiary has ever owned a valid leasehold interest or other right of use and occupancy, free and clear of any Liens on such leasehold interest or other rights of use and occupancy, or any covenants, easements or title defects known to or created by the Parent or the applicable subsidiary, except as do not materially affect the occupancy or uses of such property. Each of the Parent's and its subsidiaries' agreements with respect to real propertyproperty leased, subleased, or otherwise occupied or used by the Parent as lessee is in full force and effect and has not been amended. Neither the Parent or the applicable subsidiary nor, to the knowledge of the Parent or the applicable subsidiary, any other party thereto, is in material default or material breach under any such agreement. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default by the Parent or the applicable subsidiary under any of such agreement and, to the knowledge of the Parent or the applicable subsidiary, there is no breach or anticipated breach by any other party to such agreements. (b) As used in this Agreement, Parent Permitted Liens shall mean: (i) any Lien reflected in Section 3.15(b4.19(b)(i) of the Company Parent Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or SubleaseSchedule, (ii) any payments Liens for Taxes not yet due or delinquent or as to which there is a good faith dispute and for which there are adequate provisions on the books and records of Parent in connection accordance with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and GAAP, (iii) with respect to real property, any Lien, encumbrance or other title defect which is not in a liquidated amount (whether material or immaterial) and which does not, individually or in the amount aggregate, interfere materially with the current use or materially detract from the value or marketability of such property (assuming its continued use in the security depositmanner in which it is currently used) and (iv) inchoate materialmen's, if anymechanics', applicable to such Lease carriers', workmen's and repairmen's liens arising in the ordinary course and not past due and payable or Subleasethe payment of which is being contested in good faith by appropriate proceedings.

Real Property. (ai) Neither Seller has (and will convey to the Company nor any of Purchaser or its Subsidiaries owns or has ever owned any real propertydesignee) good and valid title in fee simple to the Property, subject only to the Permitted Encumbrances. (bii) Section 3.15(b) All leases, licenses, easements, rights-of-way, and other agreements, written or oral, for the use, possession and/or occupancy of any portion of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet Property (such propertycollectively, the “Leased Real PropertyOccupancy Agreements”) are set forth on Schedule 5.1(c) hereto. Each of the Occupancy Agreements is in full force and effect, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to rents due under each of the Leases: Occupancy Agreements have been timely paid, and there has been no written notice sent by any party thereto of any outstanding, uncured default under any Occupancy Agreement. Penn has (A) the Company’s or Subsidiary’s possession and, upon their execution and quiet enjoyment delivery of the Leased Real Property under Joinder, the Seller Parties have) delivered to Purchaser true, correct and complete copies of each and every Occupancy Agreement. Neither Seller nor, to Seller’s Knowledge, any other party to any such Lease Occupancy Agreement is in default in any respect thereunder. There does not exist any occurrence, event, condition or act which, upon the giving of notice or the lapse of time or both, would become a default by Seller or, to Seller’s Knowledge, any other Person to such Occupancy Agreement. (iii) To Seller’s Knowledge, the Seller has not been disturbedreceived written notice that, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; thereof is in violation of any applicable Legal Requirements in any material respects, except for such violations which, individually or in the aggregate, would not adversely affect in any material respect Seller’s current use of the Property. (iv) To Seller’s Knowledge, the Improvements are in good condition and repair and are adequate for the use, occupancy and operation of the Property for the Business. (Dv) there No leasing, brokerage or similar commissions or finder’s fees are owed with respect to the Property and/or any Occupancy Agreements. (vi) There are no liens pending Legal Proceedings and none, to Seller’s Knowledge, have been threatened in writing to Seller relating to the Property and/or the interests of Seller therein which would be reasonably likely to interfere in any material respect with the use, occupancy, ownership, improvement, development and/or operation of the Property and/or the interest of Seller therein, except as set forth in Schedule 5.1(d). (vii) Neither Seller Party has received written notice that either the whole or encumbrances on any part of the estate Property is subject to any pending suit for condemnation or interest created other taking by any Governmental Authority, nor, to Seller’s Knowledge, has any such Leasecondemnation or other taking been threatened or contemplated. No Seller Party has entered into any agreement in lieu of condemnation therefor. (viii) Except for Liens which are required to be cured at or prior to Closing pursuant to this Agreement, to Seller’s Knowledge the Property is free of Encumbrances other than Permitted Liens which are not Encumbrances on the use, occupancy, ownership, improvement, development and/or operation of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b3.08(b) of the Company Disclosure Letter contains a complete and accurate list of sets forth all of the existing material leases, subleases, licenses real property leased or other agreements under which subleased by the Company or any of its Subsidiaries uses as lessee or occupies or has lessor as of the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet date hereof (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “LeasePremises”). The Company has heretofore delivered or Sellers have made available to Newco a Buyer true, correct and complete and accurate copy copies of all Leases leases relating to the Premises (including all modifications, amendments, supplements, waivers and side letters theretothe “Leases”). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither Neither the Company nor any of its Subsidiaries is in has entered into any material breach of sublease or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) material option granting to any Person, Person (other than the Company or any of its Subsidiaries, any as applicable) the right to use or occupyoccupy the Premises or any portion thereof or interest therein, now or other than those entered into in the future, Ordinary Course of Business or that do not materially or adversely impact the current use of the Premises by the Company or any of the Leased Real Propertyits Subsidiaries, as applicable. With respect to each Lease, (i) such Lease is a valid and binding obligation of the Subleases: (A) Company and its Subsidiaries, in each case, to the Company’s Knowledge, there are no disputes with respect to extent such Sublease; and Person is a party thereto (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest incollectively, the Company or any Subsidiary. (d) Section 3.15(d) and its Subsidiaries that are a party thereto, the “Company Lease Party”), and, to the Knowledge of the Company Disclosure Letter sets forth for Sellers, each Lease other party thereto, and Sublease (i) the expiration date of such Lease or Sublease, is in full force and effect; (ii) the Company Lease Party is not, and, to the Knowledge of Sellers, all other parties thereto are not, in material breach or material default in any payments in connection respect under the terms thereof and, to the Knowledge of Sellers, no event has occurred that, with such Lease notice or Sublease triggered lapse of time or accelerated in connection with the transactions contemplated by this Agreement both, would constitute a material breach or material default or permit termination, modification or acceleration thereunder; and (iii) the amount Company Lease Party has not assigned, transferred, conveyed, mortgaged, or deeded in trust any interest in the leasehold or sub-leasehold of any Lease. None of the security depositCompany or any of its Subsidiaries has received any written notice that any Premises is subject to any Order to be sold, if anycondemned, applicable to such Lease expropriated or Subleaseotherwise taken by any Governmental Authority, with or without payment of compensation therefor.

Real Property. (a) Neither Schedule 3.3(a)(i) sets forth, as of the Company nor any date hereof, an accurate and complete list (other than with respect to Transferred Leases for distribution-related facilities that are not, individually or in the aggregate, material to the Business), and, as of the Closing Date and as updated pursuant to Section 5.12, will set forth an accurate and complete list, of the real property or interests in real property owned in fee by Seller or its Subsidiaries owns Affiliates under the heading “Owned Real Property” and leased by Seller or has ever owned any real propertyits Affiliates under the heading “Transferred Leases” (distinguishing between Adjacent Leased Warehouse Facilities and leased warehouse facilities), in each case, that are exclusively used or held exclusively for use in the operation or conduct of the Business. Schedule 3.3(a)(ii) contains an accurate and complete list of all material Shared Facilities. (b) Section 3.15(b) of Seller or its applicable Affiliates have insurable fee title to the Company Disclosure Letter contains a complete Transferred Facilities, in each case free and accurate list clear of all of Liens except Permitted Liens. (c) There are no pending or, to Seller’s Knowledge, threatened condemnation Proceedings or other actions relating to any Transferred Facility or any Adjacent Leased Warehouse Facility. (d) Except for the existing material leases listed on Schedule 3.3(d), there are no leases, subleases, licenses licenses, occupancy agreements, options, concessions or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right arrangements granting to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to purchase, use or occupy such Leased Real Property the Transferred Facilities or any portion thereof; and Adjacent Leased Warehouse Facility (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens such agreements or arrangements which are require the grantee to take its interest subject to such Transferred Leases and which would not adversely impact Buyer’s quiet enjoyment of the type described real property and/or improvements, as applicable, leased pursuant thereto) or a material interest in clause any such Transferred Facility or Adjacent Leased Warehouse Facility. (e) The Transferred Facilities, and to Seller’s Knowledge, the Adjacent Leased Warehouse Facilities (i) are in good operating condition and repair, ordinary wear and tear excepted, (ii) have been reasonably maintained consistent with standards generally followed in the industry (given due account to the age and length of use of same), and (iii) of the definition thereof. The Company and/or its Subsidiaries have are adequate and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Leasesuitable for their present uses. (cf) Section 3.15(c) of Except for the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s KnowledgeTransferred Leases listed on Schedule 3.3(f), there are no disputes with respect material real property leases or subleases pursuant to such Sublease; which Seller or its Affiliates lease from a third Person real property exclusively used or held exclusively for use in the operation or conduct of the Business. As of the date hereof, true and correct copies of all Transferred Leases (Bother than Transferred Leases for distribution-related facilities that are not, individually or in the aggregate, material to the Business) and any amendments or modifications thereof have been delivered or made available for review by Buyer. As of the Closing Date, true and correct copies of all Transferred Leases and any amendments or modifications thereof will have been delivered or made available for review by Buyer pursuant to Section 5.12. To Seller’s Knowledge, the Transferred Leases are unmodified and in full force and effect, and there are no other agreements, written or oral, for the use and occupancy of the real property and/or improvements, as applicable, leased under the Transferred Leases. Neither Seller or its Affiliates, nor to Seller’s Knowledge, any landlord or other party, is in material Default under the Transferred Leases, and, to Seller’s Knowledge, no material Defaults by Seller or any landlord or other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiarybeen alleged thereunder. (dg) Section 3.15(d) The Transferred Facilities, the real property and/or improvements leased pursuant to the Transferred Leases and the Shared Facilities include all of the Company Disclosure Letter sets forth real property owned or leased by Seller or its Affiliates and used or held for each Lease and Sublease (i) use in the expiration date of such Lease operation or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount conduct of the security deposit, if any, applicable to such Lease or SubleaseBusiness.

Real Property. (a) Neither Except as set forth in Schedule 3.12(a), the Company nor Business Real Property constitutes all the real property owned or leased by Seller or any of its Subsidiaries owns that is used or has ever owned any real propertyheld for use primarily in the conduct of the Business as currently conducted. (b) Section 3.15(b) Seller or the applicable Subsidiary of Seller has good title to or, in the case of the Company Disclosure Letter contains a complete and accurate list of Leased Real Property, valid leasehold interests in, all of its respective material Owned Real Property and its respective material Leased Real Property (in each case other than those assets and interests disposed of since the existing material leasesdate hereof in the ordinary course of business consistent with past practice), subleasesfree and clear of any Liens other than Permitted Liens. Seller and its Subsidiaries are not a party to any Contract (including without limitation any Contract to purchase or lease any real property or interest therein), licenses which as of the date hereof or other agreements under which as of the Company Closing Date is intended to be used in the operation of, the Business. Other than the rights of Buyer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any interest therein. (c) Seller has made available to Buyer a true and correct copy of the Lease for each Leased Real Property. To the knowledge of Seller, (i) each such Lease (together with any amendment thereto) is valid and in full force and effect, is unmodified and represents the entire agreement between Seller or the applicable Subsidiary of Seller and the applicable lessor, (ii) neither Seller or the applicable Subsidiary of Seller nor any other party to such Lease is in default of its Subsidiaries uses or occupies or has the right to use or occupyobligations under any such Leases, now except for such defaults as would not reasonably be expected to, individually or in the futureaggregate, any real property in excess of 7,500 square feet have a Material Adverse Effect, (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (Aiii) the CompanySeller’s or the applicable Seller Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the CompanySeller’s or Subsidiary’s knowledge, knowledge without independent inquiry there are no disputes with respect to such Lease; , except for such disturbances or disputes that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (Biv) the Company other party to such Lease is not an affiliate of, Seller or any of its Subsidiaries, and (v) Seller or the applicable Subsidiary of Seller has not collaterally assigned or granted any other security interest in such Lease or any interest therein; therein other than such collateral assignments or security interests that constitute Permitted Liens and will be removed or terminated prior to the Closing Date. (Cd) the Company or Subsidiary Except as set forth in Schedule 3.12(d), Seller has not leased, subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased any portion of the Business Real Property and, except for Permitted Liens, no Person other than Seller or any portion thereof; its Subsidiaries (including the Purchased Subsidiary Companies) has the right to use the Business Real Property and (D) there are no liens shared facilities or encumbrances on services at the estate or interest created by such Lease, other than Permitted Liens Business Real Property which are not used in connection with any Retained Business. (e) Except as set forth in Schedule 3.12(e), to the knowledge of Seller, there are no pending or threatened, in writing, condemnation proceedings with respect to any of the type described in clause Business Real Property that would materially affect the use, operation and/or maintenance thereof as the same are now being used, operated and/or maintained. (iiif) Seller or the applicable Subsidiary of Seller has good and marketable title to the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real PropertyOwned Ground Lease Improvements, free and clear of all liens other than any Liens, except Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any right of its Subsidiaries, any right Buyer pursuant to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledgethis Agreement, there are no disputes with respect outstanding options, rights of first offer or rights of first refusal to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have purchase any economic interest in, the Company Owned Ground Lease Improvements or any Subsidiaryinterest therein. (dg) Section 3.15(d) Except as set forth in Schedule 3.12(g), the Business Real Property comprises all of the Company Disclosure Letter sets forth for each Lease and Sublease (i) real property used or intended to be used in, or otherwise related to, the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or SubleaseBusiness.

Real Property. The applicable Seller has, in the case of real property located in the state of Texas, good and indefeasible title and, in the case of real property located elsewhere, good and marketable title to the fee or leasehold estates (aas applicable) Neither the Company nor any in all Transferred Owned Real Property and Transferred Leased Real Property, in each case free and clear of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) all Liens other than Permitted Liens. Each of the Company Disclosure Letter contains a complete Transferred Leases is valid, in full force and accurate list effect and is enforceable against the landlord that is party thereto in accordance with its terms. There exists no default or event of all default on the part of the existing material leases, subleases, licenses or other agreements under which the Company any Seller or any of its Subsidiaries uses or occupies or has Affiliates or, to the right to use or occupyKnowledge of Sellers, now or in on the future, part of any real property in excess other party under any of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”)Transferred Leases. The Company has heretofore delivered or Sellers have made available to Newco a Buyer complete and accurate copy correct copies of all Leases (Transferred Leases, including any and all modificationsamendments or modifications thereto, amendments, supplements, waivers and side letters thereto). With respect to each no term or condition of any of the Leases: (A) the Company’s Transferred Leases has been waived, modified or Subsidiary’s possession and quiet enjoyment amended except as reflected in such copies. Each of the Transferred Leases constitutes the entire agreement of the landlord and tenant thereunder. There are no pending or, to the Knowledge of Sellers, threatened condemnation proceedings or other Legal Proceedings relating to any Transferred Owned Real Property or Transferred Leased Real Property under such Lease has not been disturbedor other matters affecting materially and adversely the current use, occupancy or value thereof and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect Contracts (other than Permitted Liens) granting to such Lease; (B) the Company any party or Subsidiary has not collaterally assigned or granted any parties other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person than Sellers the right to of use or occupy occupancy of any such parcel, and there are no parties other than Sellers in possession of any such parcel. There are no outstanding options, rights of first offer or rights of first refusal to purchase the Transferred Owned Real Property or, to the Knowledge of Sellers and Seller Parent, the Transferred Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate thereof or interest created by such Lease, therein other than Permitted Liens in favor of Sellers, which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have such purchase options and own valid leasehold estates in the Leased Real Property, free rights shall be fully and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Leaseunconditionally assigned to Buyer at Closing. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither Schedule 5.10(a) sets forth a complete list of (i) all material real property and interests in real property relating to or used in connection with the Business that are owned by Seller, the Selling Affiliate or the Company nor any (individually, an “Owned Property” and, collectively, the “Owned Properties”), and (ii) all leases of its Subsidiaries owns real property relating to or has ever owned any real property. (b) Section 3.15(b) of used in connection with the Business to which Seller, the Selling Affiliate or the Company Disclosure Letter contains is a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property party involving annual payments in excess of 7,500 square feet US$500,000 or which are otherwise material to the Business (such propertyincluding, for the avoidance of doubt, any leases in respect of offsite storage facilities currently used in connection with the Business) (individually, a “Real Property Lease” and, collectively, the “Leased Real Property”Property Leases” and, and each such leasetogether with the Owned Properties, sublease, license or other agreement, referred to herein individually as a “LeaseSeller Property” and collectively as the “Seller Properties”). The Company has heretofore delivered or made available to Newco a complete and accurate copy Seller Properties comprise all of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)the real property used in connection with the operation of the Business. With respect to each of the Leases: Owned Property, (Ai) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbedSeller, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary the Selling Affiliate has not collaterally assigned or granted good and indefeasible fee simple title to such Owned Property, free and clear of all Liens of any nature whatsoever other security interest in such Lease or any interest therein; than Permitted Liens, (Cii) except as set forth on Schedule 5.10(a), none of the Seller, the Company or Subsidiary the Selling Affiliate has not subleased, licensed leased or otherwise granted to any Person the right to use or occupy such Leased Real Owned Property or any portion thereof; thereof and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) other than the rights of Purchaser pursuant to this Agreement, none of the definition thereof. The Seller, the Selling Affiliate or the Company and/or its Subsidiaries have has granted any, and own valid leasehold estates in to the Leased Real PropertyKnowledge of Seller there are no, free and clear outstanding options, rights of all liens other than Permitted Liensfirst offer or rights of first refusal to purchase such Owned Property or any portion thereof or interest therein. To the knowledge Knowledge of Seller, none of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest inSeller, the Company or the Selling Affiliate has received any Subsidiary. (d) Section 3.15(d) written notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller, the Company or the Selling Affiliate under any of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease Real Property Leases, which default or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Subleaseevent has not been cured.

Real Property. Seller owns no real property other than as set forth on Schedule 6.20 and is not contractually obligated to purchase any real property that would constitute an Acquired Asset. (a) Neither Schedule 6.20(a) contains a complete and accurate list of the Company nor following: (i) all leases or licenses of real property and interests in real property and the buildings, structures and improvements thereon, including the Office Leases (the “Leased Property”) pursuant to which Seller is the lessee or licensee; (ii) all contracts or options (and all amendments, extensions and modifications thereto) held by Seller, or contractual obligations (and all amendments, extensions and modifications thereto) on the part of Seller, to purchase, acquire or lease any interest in real property; and (iii) all contracts or options (and all amendments, extensions and modifications thereto) granted by Seller, or contractual obligations (and all amendments, extensions and modifications thereto) on the part of its Subsidiaries owns Seller, to sell or has ever owned dispose of any interest in real property. (b) Section 3.15(b) The Facilities are sufficient for the conduct of the Company Disclosure Letter contains a complete Business as it is now being conducted. Seller has the right under valid and accurate list of all of the existing material leases, subleases, licenses leases or other agreements under to occupy and use all Leased Property which the Company or any of its Subsidiaries it uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each conduct of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted LiensBusiness. To the knowledge of the CompanySeller’s Knowledge, neither the Company whole nor any portion of its Subsidiaries the Facilities has been condemned, requisitioned or otherwise taken by any Governmental Authority, and Seller has not received any written or, to Seller’s Knowledge, oral notice that any such condemnation, requisition or taking is threatened, which condemnation, requisition or taking would preclude or materially impair the current use thereof. All buildings, structures and appurtenances comprising any part of the Facilities that are currently being used in material breach the conduct of the Business are in satisfactory condition and have been well maintained, normal wear and tear excepted. All Facilities have received all required Licenses (including a certificate of occupancy or default under any Leaseother similar certificate permitting lawful occupancy of the Facilities) and have been operated and maintained in accordance with Law. All Facilities are supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of such Facilities as currently operated. (c) Section 3.15(c) Each Lease of the Company Disclosure Letter contains a complete Facility is in full force and accurate list effect, Seller is not in breach of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any in default of its Subsidiariesobligations under any such Lease, any right and to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the CompanySeller’s Knowledge, there are no disputes event has occurred which, with respect notice or lapse of time or both would constitute a breach or default or permit termination, modification or acceleration thereunder and no such Lease is subject to such Sublease; and (B) any Encumbrance or other restriction that substantially impairs the other party use of the property to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, which it relates in the Company or any SubsidiaryBusiness as now conducted. (d) Section 3.15(dExcept as set forth on Schedule 6.20(d), Seller has not received any written or, to Seller’s Knowledge, oral notice that it is in violation of any zoning, use, occupancy, building, wetlands or environmental regulation, ordinance or other applicable Law or requirement relating to the Facilities. Seller has not received notice of any, and, to the Knowledge of Seller, there is no threatened, eminent domain proceeding or proceeding to change or redefine the zoning classification with respect to the Facilities. (e) Seller and its Affiliates have obtained, have materially complied with, and are in material compliance with, all Licenses that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the Company Disclosure Letter sets forth for each Lease Facilities and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount operation of the security depositBusiness. A list of all Licenses relating to Environmental, if anyHealth and Safety Requirements is set forth in Schedule 6.20(e). Such Licenses are in full force and effect, applicable and there has been no breach or violation of any such Licenses. (f) Neither Seller nor its Affiliates has received any written or, to such Lease Seller’s Knowledge, oral notice report or Subleaseother information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any Liabilities, including any investigatory, remedial or corrective Liabilities, relating to any of them or their facilities arising under Environmental, Health, and Safety Requirements.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains Exhibit 1.55 attached hereto is a true, complete and accurate correct list of all of the existing material leases, subleases, licenses Real Property owned or other agreements under which leased by the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)Companies. With respect to each such parcel of the LeasesReal Property, except as set forth in Exhibit 1.55 attached hereto: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect pending or, to such Leasethe Knowledge of Seller, threatened condemnation proceedings, lawsuits or administrative actions relating thereto; (B) the Company there are no leases, subleases, licenses, concessions or Subsidiary has not collaterally assigned other agreements, written or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleasedoral, licensed or otherwise granted granting to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not with respect to owned parcels of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes outstanding options or rights of first refusal to purchase, lease or otherwise acquire a parcel or any portion thereof or interest therein; to the Knowledge of Seller, there are no Persons (other than Seller or the Companies) in possession of the parcel, other than tenants under leases or subleases disclosed in Exhibit 1.55 attached hereto who are in possession of space to which they are entitled under such lease or sublease; to the Knowledge of Seller, there is no existing violation of or nonconformity with, and Seller is not under investigation with respect to, has not been charged with and has not received any written notice of any alleged violation of or nonconformity with, any restriction, condition, covenant, commitment, contract or agreement relating thereto, the non-compliance with which would have a Material Adverse Effect; prior to Closing, Seller will deliver to Buyer any surveys of any part of the owned Real Property that may be in the possession of Seller or the Companies; there are no encroachments of buildings or improvements comprising a part of the Real Property onto adjacent property or onto any easements encumbering such SubleaseReal Property which would have a Material Adverse Effect; and Seller has obtained and delivered to Buyer the commitment (B) together with copies of all documentary exceptions listed or referred to therein, hereinafter referred to as the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d"Title Commitment") of Lawyers Title Insurance Corporation (the Company Disclosure Letter sets forth for "Title Company") to issue one or more owner’s policies of title insurance insuring in one of the Companies good and marketable fee simple title to each Lease parcel of Real Property on ALTA Owner’s Form 1992, with no exceptions from coverage other than those pre-printed on the policy and Sublease the Permitted Liens. If Buyer desires to obtain, at its sole cost, such owner’s policies of title insurance at Closing, Seller agrees (i) to execute and deliver to Buyer at Closing the expiration date Title Company’s standard form of owners affidavit as to mechanics’ liens and possession (with such Lease or Subleasemodifications thereto as are necessary in order to make the affidavit factually accurate), (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection to use reasonable efforts to comply with the transactions contemplated by this Agreement customary and applicable requirements of Seller contained in the Title Commitment to have such policies issued and (iii) the amount to use reasonable efforts to clear up any of the security depositexceptions from coverage pre-printed on the Title Commitment that do not in fact affect the Real Property; provided, if anyhowever, applicable that Seller shall not be required to obtain updated or new surveys of any parcel of Real Property and that receipt of such Lease or Subleaseowner’s policies by Buyer shall not be a condition precedent to Buyer’s obligations hereunder.

Real Property. (a) Neither None of the Company nor any of its Subsidiaries Acquired Companies owns or has ever owned any real property. (b) Section 3.15(b) Part 3.16 of the Company Disclosure Letter contains Schedule sets forth a complete and accurate list of all Real Property Leases and the legal address for the corresponding Leased Real Property and, under the heading “Lessor Instruments”, a list of the existing material all other leases, subleases, licenses or other agreements under which the Company or licenses, easements and Contracts relating to any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbedpursuant to which an Acquired Company is a lessor, and sublessor, licensor, grantor or other party through whom the interest thereunder is granted (collectively, the “Lessor Instruments”). (c) Except pursuant to the Company’s Lessor Instruments, none of the Acquired Companies has assigned, transferred, conveyed, mortgaged, deeded in trust or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security otherwise encumbered its interest in such Lease any Leased Real Property or portion thereof or entered into any interest therein; (C) the Company sublease, license, option, right, concession or Subsidiary has not subleased, licensed or otherwise granted other similar agreement granting to any Person the present or future right to use or occupy such Leased Real Property or any portion thereof; and (D) , and, except pursuant to the Lessor Instruments, there are no liens or encumbrances on the estate or interest created by such Lease, Persons other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in Acquired Companies actually occupying the Leased Real Property, . The Leased Real Property is free and clear of all liens Encumbrances (other than Permitted LiensEncumbrances). (d) The Leased Real Property comprises all of the real property used in connection with the business of the Acquired Companies. (e) None of the Acquired Companies’ possession and quiet enjoyment of the Leased Real Property has been disturbed, and there is no injunction, decree, order, writ or judgment outstanding, or any claim, litigation, administrative action or similar proceeding, pending or, to the knowledge of Seller, threatened, relating to the lease, use or occupancy of the Leased Real Property or any portion thereof or the operation of the Acquired Companies’ business as currently conducted thereon. To the knowledge of the CompanySeller, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any none of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company Property or any Subsidiaryportion thereof or interest therein is affected by or the subject of any pending, contemplated or threatened condemnation, expropriation or other proceeding in eminent domain. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. The Leased Real Property and the lease of, or any other interest in, the real property of the Facilities are all of the real property which is leased or subleased in connection with the Business. (a) Neither the Company nor any The Sellers or one of its their respective Subsidiaries owns have or has ever owned any real propertyexclusive use and possession of each Leased Real Property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each Facility Lease: (i) such Facility Lease is in full force and effect and is valid and enforceable in accordance with its terms; (ii) there is no material default under any Facility Lease or any agreements related to use or occupancy rights granted to third-party owners, tenants or licensees either by the Seller or Subsidiary that is a party thereto or, to the Knowledge of the Leases: Selling Parties, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by any Seller or the Seller’s Subsidiary thereunder or permit the termination, modification or acceleration of rent under such Facility Lease; (Aiii) the Company’s or Subsidiaryapplicable Seller’s possession and quiet enjoyment of the Leased Real Property under each such Facility Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledgeKnowledge of the Selling Parties, there are no disputes with respect to such Facility Lease; (Biv) the Company Sellers and their Affiliates do not, and will not in the future, owe any brokerage commissions or Subsidiary has not collaterally assigned or granted finder’s fees with respect to any other security interest in such Lease or any interest thereinFacility Lease; and (Cv) the Company or Subsidiary has Sellers have not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) There are no pending or, to the Knowledge of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleasesSelling Parties, licenses threatened condemnation or similar agreements (each a “Sublease”) granting to eminent domain proceedings that affect any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each , and no Seller has received any written notice of the Subleases: (A) intention of any Governmental Authority or other Person to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have take any economic interest in, the Company or any SubsidiaryLeased Real Property. (d) Section 3.15(d) To the Knowledge of the Company Disclosure Letter sets forth for each Selling Parties, no security deposit or portion thereof deposited with respect to any Leased Real Property has been applied in respect of a breach or default under such Facility Lease which has not been redeposited in full. (e) The Sellers’ improvements to the Leased Real Property are, and Sublease (i) the expiration date of such Lease or Sublease, (ii) no Seller has taken any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount action to cause any other part of the security depositLeased Real Property not to be in compliance with all applicable Environmental Laws, if anybuilding, applicable zoning, subdivision, health and safety and other land use Laws, including, without limitation, The Americans with Disabilities Act of 1990, as amended, and all insurance requirements affecting the Leased Real Property and the current use or occupancy of the Leased Real Property or operation of the Business thereon does not violate any such Law. No Selling Party has received any notice of violation of any such Law and, to the Knowledge of the Selling Parties, there is no basis for the issuance of any such Lease notice or Subleasethe taking of any action for such violation.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever All material real property owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which by the Company or any of its Subsidiaries uses or occupies or has (collectively, the right to use or occupy, now or “Owned Real Property”) is disclosed in Section 4.17(a) of the future, any Company Disclosure Letter. (b) All material real property in excess leased, subleased, licensed or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of 7,500 square feet its Subsidiaries (such propertycollectively, including the improvements thereon, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest is disclosed in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iiiSection 4.17(b) of the definition thereof. The Company Disclosure Letter. (c) Except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and/or its Subsidiaries have good fee simple title to all Owned Real Property and own valid leasehold estates leasehold, subleasehold or license interests in the all Leased Real Property, Property free and clear of all liens other than Liens, except Permitted Liens. To . (d) Except as would not have, and would not reasonably be expected to have, individually or in the knowledge of the Companyaggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in material breach of has received any written communication from, or default under given any Lease. (c) Section 3.15(c) of written communication to, any other party to a lease for the Leased Real Property to which the Company Disclosure Letter contains or a complete and accurate list of all of the existing subleasesSubsidiary is a party, licenses or similar agreements (each a “Sublease”) granting to any Person, other than alleging that the Company or any of its SubsidiariesSubsidiaries or such other party, any right as the case may be, is in default under such lease. All of the leases with respect to use the Leased Real Property are (i) valid, binding on and enforceable against the Company or occupyits Subsidiary party thereto and, to the Knowledge of the Company, each of the parties thereto, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights and remedies generally and the future, any remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate ofcourt before which any proceeding therefor may be brought, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments are in connection with full force and effect, have not been modified, amended or supplemented, in writing or otherwise, and all material rents, additional rents and other amounts due to date pursuant to each such Lease lease have been paid, except, in each case, as would not have, individually or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security depositaggregate, if any, applicable to such Lease or Subleasea Company Material Adverse Effect.

Real Property. (a) Neither The real property demised by the Company nor leases described on Section 4.10(a) of the Disclosure Schedule constitutes all of the real property leased by any of its Subsidiaries owns the Sellers. Except as set forth on Section 4.10(a) of the Disclosure Schedule, the Seller Transferred Leased Real Property leases are in full force and effect, free of any default, dispute or controversy, and are valid and enforceable in accordance with their respective terms, subject to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Legal Proceeding in equity or at Law) and no written notices of material default under any Seller Transferred Leased Real Property lease has ever owned been sent or received by any real propertySeller. The Sellers have made available to the Buyers in the Dataroom true, complete and correct copies of each of such leases. No AUC Entity is in default of any Transferred Lease Real Property lease, and to the Knowledge of the Sellers, no counterparty to any such lease is in default under any of such leases. All rent and other amounts due and payable with respect to the leases described in Section 4.10(a) of the Disclosure Schedule have been paid through the date of this Agreement. Each Seller enjoys peaceful and undisturbed possession of the Seller Transferred Leased Real Property leased by it. (b) None of the AUC Entities has received any pending written notice from any landlord or sublandlord or any of their respective agents of the default or termination of any such leases. Except as otherwise contemplated by this Agreement, none of the AUC Entities has subleased, assigned or transferred any of their rights with respect to the Seller Transferred Leased Real Property, nor have any of the AUC Entities entered into any agreement to do so. (c) Section 3.15(b4.10(c) of the Company Disclosure Letter contains a complete and accurate list of Schedule sets forth all of the existing material real property owned in fee simple (or its legal equivalent under local Law) by the AUC Entities. The Transferred Owned Real Property is owned free and clear of all Liens, other than Permitted Liens. The Sellers have made available to the Buyers in the Dataroom true, complete and correct copies of each of the purchase documents related to the Transferred Owned Real Property. Each applicable entity comprising the AUC Entities enjoys peaceful and undisturbed possession of the Transferred Owned Real Property. Except as set forth on Section 4.10(c) of the Disclosure Schedule, there are no leases, subleases, licenses licenses, concessions, or other agreements under which the Company Contracts, granting to any party or any of its Subsidiaries uses or occupies or has parties the right to of use or occupy, now or occupancy of any portion of the Transferred Owned Real Property. The legal descriptions contained in the futuredeeds of each parcel of Transferred Owned Real Property describes each parcel adequately and the buildings, improvements, fixtures, machinery, equipment, mechanical and utility systems and other tangible assets are located within the boundary lines of the described parcels, are not in violation of applicable Laws, including setback requirements, zoning laws, and ordinances (and none of the parcels of Transferred Owned Real Property or buildings, improvements, fixtures, machinery, equipment, mechanical and utility systems and other tangible assets thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), and do not materially encroach on any real property in excess of 7,500 square feet (such property, easement which may burden the “Leased Real Property”parcel, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each parcel does not serve any adjoining real property for any purpose inconsistent with the use of the Leases: parcel, and the parcel is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained. (Ad) the Company’s or Subsidiary’s possession and quiet enjoyment Except as set forth on Section 4.10(d) of the Disclosure Schedule, each Transferred Owned Real Property and Seller Transferred Leased Real Property under such Lease has not been disturbedis (i) supplied with utilities, including water, electricity, gas, septic and sewer services, and has access to and from public streets or via permanent, irrevocable, appurtenant easements, in each case as is necessary for the Company’s conduct of the Business as currently conducted or Subsidiary’s knowledgeas proposed to be conducted thereon; (ii) assessed by local property assessors or taxing authorities as a tax parcel or parcels separate from all other tax parcels; (iii) in compliance with the terms and provisions of any restrictive covenants, there easements, agreements, and encumbrances affecting such Transferred Owned Real Property or Seller Transferred Leased Real Property; and (iv) in compliance with all applicable Laws, including zoning and land use Laws, Environmental Laws and Educational Laws, and all approvals of Governmental Authorities (including Permits) required in connection with the ownership or operation of the Transferred Owned Real Property and Seller Transferred Leased Real Property have been obtained. The buildings, improvements, fixtures, machinery, equipment, mechanical and utility systems and other tangible assets, including the roofs and structural elements of any buildings or structures located on each Transferred Owned Real Property and Seller Transferred Leased Real Property, are free from structural or other material defects, are in good working condition and order, ordinary wear and tear excepted, and are adequate for the conduct of the Business as currently conducted. There are no disputes outstanding sales Contracts, options, rights of first refusal, rights of first offer or other similar pre-emptive or purchase rights with respect to such Lease; (B) any Transferred Owned Real Property or, to the Company or Subsidiary has not collaterally assigned or granted Knowledge of the Sellers, any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Seller Transferred Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate thereof or interest created by such Lease, other than Permitted Liens which are not of the type described in clause therein. (iiie) of the definition thereof. The Company and/or its Subsidiaries have With respect to each Transferred Owned Real Property and own valid leasehold estates in the Seller Transferred Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect pending or, to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) Knowledge of the Company Disclosure Letter sets forth for each Lease and Sublease Sellers, threatened (i) the expiration date of such Lease appropriation, condemnation, eminent domain or Sublease, like proceedings; (ii) any payments in connection with proceedings to change or redefine the zoning or land use classification of such Lease property; or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount Legal Proceedings related thereto. No portion of the security depositany Transferred Owned Real Property or Seller Transferred Leased Real Property has suffered any damage by fire, if anyhurricane, applicable or other casualty loss which has not heretofore been completely repaired and restored to such Lease its original or Subleasebetter condition, ordinary wear and tear excepted.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned The Seller does not own any real property. (b) Section 3.15(b4.10(b) of the Company Disclosure Letter contains a complete Schedules sets forth each parcel of real property leased by the Seller and accurate list of all used in or necessary for the conduct of the existing material leasesBusiness as currently conducted (together with all rights, subleasestitle and interest of the Seller in and to leasehold improvements relating thereto, licenses including, but not limited to, security deposits, reserves or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupyprepaid rents paid in connection therewith, now or in the future, any real property in excess of 7,500 square feet (such propertycollectively, the “Leased Real Property”), and each such leasea true and complete list of all leases, subleasesubleases, license licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreementagreements with respect thereto, a pursuant to which the Seller holds any Leased Real Property (collectively, the “LeaseLeases”). The Company has heretofore delivered or By the Delivery Date, the Seller will have made available to Newco the Buyer a true and complete and accurate copy of all Leases (including all modificationseach Lease. Except as set forth in Section 4.10(b) of the Disclosure Schedules, amendments, supplements, waivers and side letters thereto). With with respect to each of Lease: (i) such Lease is valid, binding, enforceable and in full force and effect, and the Leases: (A) the Company’s or Subsidiary’s Seller enjoys peaceful and undisturbed possession and quiet enjoyment of the Leased Real Property Property; (ii) the Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and the Seller has paid all rent due and payable under such Lease; (iii) the Seller has not received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Seller under any of the Leases and, to the Knowledge of the Seller, no other party is in default thereof, and no party to any Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes exercised any termination rights with respect to such Lease; thereto; (Biv) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary Seller has not subleased, licensed assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and and (Dv) there are no liens the Seller has not pledged, mortgaged or encumbrances otherwise granted an Encumbrance on the estate its leasehold interest in any Leased Real Property. (c) The Seller has not received any written notice of (i) violations of building codes and/or zoning ordinances or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in governmental or regulatory Laws affecting the Leased Real Property, free and clear of all liens (ii) existing, pending or threatened condemnation proceedings affecting the Real Property, or (iii) existing, pending or threatened zoning, building code or other than Permitted Liens. To the knowledge of the Companymoratorium proceedings, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting matters which could reasonably be expected to any Person, other than adversely affect the Company or any of its Subsidiaries, any right ability to use or occupy, now or in the future, any of operate the Leased Real PropertyProperty as currently operated. With respect to each Neither the whole nor any material portion of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the any Leased Real Property has been damaged or destroyed by fire or other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiarycasualty. (d) Section 3.15(d) The Leased Real Property is sufficient for the continued conduct of the Company Disclosure Letter sets forth for each Lease Business after the Closing in substantially the same manner as conducted prior to the Closing and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount constitutes all of the security deposit, if any, applicable real property necessary to such Lease or Subleaseconduct the Business as currently conducted.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned Seller does not own any real property. (b) Section 3.15(bSchedule 2.11 sets forth a list of all real property used in the Business that is leased by Seller (the “Leased Property”) and the leases pursuant to which Seller leases such Leased Property (the “Leased Property Leases”). Schedule 2.11 lists, for each such Leased Property Lease, the name of the Company Disclosure Letter contains a lessor, the date of the lease and the lease term. The Leased Property Leases cover all the Leased Property that Seller uses in the conduct of the Business. Seller has delivered to ITS or Acquisition Sub true, correct and complete and accurate list copies of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of Leased Property Leases. Seller has good title to its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security leasehold interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens Encumbrances, other than Permitted LiensEncumbrances. To Each Leased Property Lease is in full force and effect and is valid, binding and enforceable in accordance with its terms. All accrued and currently payable rents and other payments required under the knowledge Leased Property Leases have been paid, and no notice of default or termination has been given or received by Seller, no event of default has occurred, and no condition exists and no event has occurred that, with the giving of notice, the lapse of time, or the happening of any further event, would become a default under or permit early termination of any of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any LeaseLeased Property Leases. (c) Section 3.15(cAll of Seller’s and Parent’s activities with respect to Leased Property have been and are being conducted in compliance with applicable Environmental Laws (as defined below), and there has been no release of Hazardous Materials (as defined below) on, in, from or onto the Leased Property. Seller has not generated, manufactured, refined, transported, stored, handled, disposed of or released any Hazardous Materials on the Company Disclosure Letter contains a complete Leased Property nor has Seller knowingly or negligently permitted the foregoing. Seller has obtained all approvals and accurate list of caused all of the existing subleasesnotifications to be made as required by Environmental Laws, and Seller has obtained all required registrations with, licenses from, or permits issued by governmental agencies or authorities pursuant to any applicable Environmental Laws, and all such registrations, licenses or similar agreements (each permits are in full force and effect. Neither Seller nor Parent has received any notice of any violation of any Environmental Laws relating to the Leased Property, and no action has been commenced or, to the Knowledge of Seller or Parent, threatened, regarding Seller’s compliance with any Environmental Laws relating to the Leased Property. No tanks used for the storage of any Hazardous Material above or below ground are present or were at any time present on or about the Leased Property. No action has been commenced or threatened regarding the presence of any Hazardous Material on or about the Leased Property, and no Hazardous Materials are present on or at the Leased Property in such a manner as may require investigation or remediation under any applicable law. No friable asbestos is present on the Leased Property. “Sublease”) granting Environmental Laws” means any and all federal, state and local statutes, regulations and ordinances relating to the protection of human health and the environment, including the air, water and land. “Hazardous Material” means any Personhazardous or toxic material, other than the Company substance, or any of its Subsidiarieswaste including, any right to use or occupywithout limitation, now or those materials, substances, and wastes listed in the futureUnited States Department of Transportation Hazardous Materials Table (49 C.F.R. § 172.101) or by the United States Environmental Protection Agency as hazardous substances (40 C.F.R. Part 302 and amendments thereto), any of the Leased Real Property. With respect to each of the Subleases: petroleum products (A) as defined in Title I to the Company’s KnowledgeResource Conservation and Recovery Act, there are no disputes with respect to such Sublease; 42 U.S.C. § 6991-6991(i)) and (B) the other party to such Sublease is not an Affiliate oftheir derivatives, and otherwise does not have such other materials, substances, and wastes as become regulated or subject to cleanup authority under any economic interest in, the Company or any SubsidiaryEnvironmental Laws. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither Schedule 5.4(a) lists, as of the Company nor date of this Agreement, all real property which is owned by any Seller and used in connection with the Business (collectively, the "Owned Real Property"). (i) Sellers have received all Governmental Permits which are necessary or appropriate in connection with Sellers' occupancy, ownership or leasing of its Subsidiaries owns the Owned Real Property and the present use of the Owned Real Property that constitutes a Purchased Asset does not violate the Governmental Permits applicable thereto, except where the failure to receive, or violation of, a Governmental Permit would not reasonably be expected to have a Material Adverse Effect. (ii) No Seller has ever owned received written notice or otherwise has knowledge of any real propertypending or threatened (A) condemnation, eminent domain, expropriation or similar proceeding affecting the Owned Real Property that constitutes a Purchased Asset, (B) proceeding to change the zoning classification of any portion of the Owned Real Property that constitutes a Purchased Asset or (C) imposition of any special assessments for public betterments affecting the Owned Real Property that constitutes a Purchased Asset, which in any case would reasonably be expected to have a Material Adverse Effect. (iii) To Sellers' knowledge, the Owned Real Property that constitutes a Purchased Asset and the present uses of such Owned Real Property by Sellers are in compliance with, and not in default under or in violation of, any building, zoning, land use, public health, public safety, sewage, water, sanitation or other comparable Requirements of Law, except for such noncompliance, default or violation that would not reasonably be expected to have a Material Adverse Effect. (b) Section 3.15(bSchedule 5.4(b) lists, as of the date of this Agreement, all leases or other occupancy agreements (collectively, "Leases") of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property used in excess of 7,500 square feet connection with the Business (such property, the “"Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”"). The Company has heretofore delivered or made available to Newco a True, complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each correct copies of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledgeincluding any amendments thereto, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates available in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of Electronic Data Room or default under any Leasehave been delivered to Buyer by Sellers. (c) Section 3.15(cSchedules 5.4(a) of the Company Disclosure Letter contains a complete and accurate 5.4(b) list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than real property used in connection with the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any SubsidiaryBusiness. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease Except as would not reasonably be expected to have a Material Adverse Effect: (i) The Sellers and each of the expiration date Transferred Subsidiaries have all Environmental Permits as are necessary for the lawful operation of such Lease or Sublease, the Business. (ii) The ongoing activities of the Business are in compliance with all terms and conditions of the Environmental Permits, are in compliance with, and are not subject to any payments in connection Order with such Lease respect to, any Environmental Laws and none of the Sellers or Sublease triggered Transferred Subsidiaries has received notice of, or accelerated is aware of facts in connection with the transactions contemplated by this Agreement and activities of the Business that could constitute, a violation or claim under any Environmental Laws. (iii) the amount There have been no Releases of any Hazardous Substances at, on or under any of the security depositproperties owned or used by the Sellers or the Transferred Subsidiaries in the conduct of the Business, if anyand to the knowledge of Sellers, applicable none of such properties has been used by any Person as landfill or storage, treatment or disposal site for any type of Hazardous Substance or non-hazardous solid wastes as defined under RCRA. (iv) The Sellers and Transferred Subsidiaries have not voluntarily assumed any environmental liabilities affecting any of the Owned Real Property that constitutes a Purchased Asset by Contract with any party other than pursuant to such Lease this Agreement. (v) There are no claims, suits or Subleaseproceedings by any employee pending or, to the knowledge of any of the Sellers, threatened against any of the Sellers or Transferred Subsidiaries that are premised on the exposure to asbestos or asbestos-containing material in any of the Owned Real Property that constitutes a Purchased Asset. (vi) To the knowledge of Sellers, the storage tanks that presently exist on, at or under any of the Owned Real Property that constitutes a Purchased Asset have been operated and maintained in accordance with all Environmental Laws and none of them is Releasing any Hazardous Substance. (vii) No Encumbrance has been imposed or asserted on any Owned Real Property that constitutes a Purchased Asset by any Governmental Authority or other Person in connection with any Environmental Law. (viii) All material documents, records and information in the possession of the Sellers concerning the condition of the Environment at any of the Owned Real Property that constitutes a Purchased Asset, whether generated by the Sellers or Transferred Subsidiaries or others, including environmental audits and environmental site assessments, are available in the Electronic Data Room or have been delivered to Buyer by Sellers.

Real Property. (ai) Neither Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company nor and its Subsidiaries have good, valid and marketable title to all real property owned in fee by the Company and its Subsidiaries (the “Owned Real Property”), or a valid and subsisting leasehold interest or other applicable estates in any real property leased, subleased, licensed or otherwise held for use by the Company or any of its Subsidiaries owns (such property, including, for the avoidance of doubt, all consents, rights-of-way, easements and other similar rights to use or has ever owned any occupy real property. , collectively, the “Leased Real Property”), including good, valid and marketable title to all Owned Real Property and a valid and subsisting leasehold or comparable interest in all Leased Real Property disclosed in the Company’s Annual Report on Form 10-K for the year ended September 30, 2016 filed with the SEC as being owned or leased by the Company and its Subsidiaries or acquired after the date thereof (b) Section 3.15(b) other than real property sold or otherwise disposed of since the date thereof), in each case free and clear of all Encumbrances (other than Permitted Encumbrances). All of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or easements and other agreements under which the Company or any of its Subsidiaries uses or occupies occupies, or has the right to use or occupy, now or in the future, occupy any real property in excess of 7,500 square feet Leased Real Property (such propertycollectively, the “Leased Real PropertyLeases”) are valid, binding and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete in full force and accurate copy of all Leases (including all modifications, amendments, supplements, waivers effect and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries (nor, to the Company’s knowledge, any third party) is in material breach of or default under any such Lease, except in each case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (cii) Section 3.15(c) As of the Company Disclosure Letter contains a complete and accurate list date of all this Agreement, to the knowledge of the existing subleasesCompany, licenses none of the Owned Real Property or similar agreements (each a “Sublease”) granting Leased Real Property is the subject of any eminent domain proceeding, except as has not had or would not reasonably be expected to any Personhave, other than the Company or any of its Subsidiaries, any right to use or occupy, now individually or in the futureaggregate, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the a Company or any SubsidiaryMaterial Adverse Effect. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither the Company nor any The Seller and each of its Subsidiaries owns or does not own and has ever never owned any real property. (b) Section 3.15(b4.17(b) of the Company Disclosure Letter contains Schedule sets forth a complete and accurate list of all leases of real property, occupancy agreements or similar agreements (the existing material leases, subleases, licenses or other agreements “Real Property Leases”) under which the Company Seller or any of its Subsidiaries uses is a lessee, sub-lessee, tenant, licensee or occupies or has the right to use or occupy, now or in the future, assignee of any real property in excess of 7,500 square feet owned by any third Person (such property, the “Leased Real Property”), such list setting forth the location and landlord of each such lease, sublease, license or other agreement, a “Lease”)parcel of Leased Real Property. The Company Seller has heretofore delivered or made available provided to Newco a the Buyer access to complete and accurate copy copies of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)each Real Property Lease. With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property Leases, there exist no uncured defaults under such Lease has not been disturbedthe Real Property Leases by the Seller or any of its Subsidiaries, and or, to the Company’s Knowledge, any third party, and neither the Seller nor any of its Subsidiaries has received or Subsidiary’s knowledge, there are no disputes given written notice of any such defaults. Upon receipt of any Consents required with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or Leases as set forth in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement and any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Ancillary Agreement will not result in any default under any Real Property Lease, other than Permitted Liens which are not of except that the type described Real Property Leases for the Lenexa Real Properties will be terminated in clause (iii) of connection with the definition thereofClosing. The Company and/or Seller and its Subsidiaries have and own valid hold leasehold estates in the Leased Real PropertyProperty that is necessary for the conduct of business of the Seller, free and clear of all liens other than any Liens (except Permitted Liens. To ). (c) There is no pending or, to the knowledge Company’s Knowledge, threatened condemnation (or similar Proceedings) of any part of the Company, neither Leased Real Property. (d) Neither the Company Seller nor any of its Subsidiaries is in material breach of or default has assigned its interests under any LeaseReal Property Lease to any third party. (ce) Section 3.15(cNeither the Seller nor any of its Subsidiaries has received written notice within the last two (2) years asserting that the utilities, access or parking for any parcel of Leased Real Property are inadequate for the current use and operation of such parcel, nor, to the Company’s Knowledge, does any fact or condition exist that could reasonably be expected to result in such utilities, access or parking for any parcel of Leased Real Property becoming inadequate for the current use and operation of such parcel. None of the Company Disclosure Letter contains a complete Leased Real Property has suffered any material damage by fire or other casualty which has not heretofore been repaired and accurate list of restored in all of material respects. (f) To the existing subleasesCompany’s Knowledge, licenses there is no zoning, building code, occupancy restriction or similar agreements (each a “Sublease”) granting to other land-use regulation Proceeding or any Personproposed change in any applicable Law that could, other than individually or in the Company aggregate, materially adversely affect the Seller’s or any of its Subsidiaries, any right to ’ use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: . (Ag) to To the Company’s Knowledge, there are no disputes defects, structural or otherwise, with respect to such Sublease; and any of the Leased Real Property (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) improvements located thereon), that could reasonably be anticipated to have a material adverse impact on the Seller’s or any of its Subsidiaries’ use of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or SubleaseLeased Real Property.

Real Property. (a) Neither the Company nor The Willtek Group does not own any of its Subsidiaries owns or has ever owned any real propertyReal Property. (b) Section Schedule 3.15(b) of the Company Disclosure Letter contains sets forth a complete and accurate list description of all of the existing material real property currently leased or subleased, licensed or otherwise occupied by the Willtek Group (“Leased Real Property”). (c) The Willtek Group has delivered or made available to Buyers or Parent, correct and complete copies of the leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet occupancy arrangements (such property, the “Real Property Agreements”) relating to the Leased Real Property”Property listed in Schedule 3.15(b) (as amended to date), and each such lease, sublease, license including all relevant notices or other agreementcorrespondence relating to any renewals or option exercises, a “Lease”). The Company has heretofore delivered which Real Property Agreements have not been amended or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)modified since the amendments furnished. With respect to each Real Property Agreement listed on Schedule 3.15(b): (i) Willtek or a Willtek Subsidiary is the lawful tenant, subtenant or licensee of record and enjoys quiet possession under all such Real Property Agreements; (ii) each such Real Property Agreement will continue to be valid, legally binding, enforceable and in full force and effect on identical terms following the consummation of the Leases: (A) transactions contemplated hereby, subject to any required consent to assignment to Buyers having been received and assuming that any of Parent and the Company’s or Subsidiary’s possession and quiet enjoyment Buyers will, as of the Leased Closing Date, qualify and otherwise meet the requirements to be the assignee of the tenant’s interest under any Real Property under such Lease has not been disturbed, Agreement upon the terms and subject to the Company’s conditions thereof, whether on account of a minimum net worth requirement or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause otherwise; (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleasesterms and conditions of each Real Property Agreement have been observed or performed by the Willtek Group in all material respects, licenses or similar agreements (each a “Sublease”) granting and neither the Willtek Group, nor to the Knowledge of Seller, any other party to any Personsuch Real Property Agreement is in breach or default, other than and no event has occurred which, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification, or acceleration hereunder; (iv) the Company Willtek Group has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any of its Subsidiaries, any right to use or occupy, now or interest in the future, any of the Leased Real Property. With respect ; (v) all facilities leased, subleased or licensed pursuant to each Real Property Agreement have received all material approvals of Governmental Authorities required in connection with the operation thereof and have been operated and maintained by the Willtek Group in all material respects in accordance with applicable Law; (vi) all facilities leased, subleased or licensed pursuant to the Real Property Agreements are supplied with utilities and other services necessary for the operation of said facilities; and (vii) except as set forth on Schedule 3.15 (c)(vii), there is no Liability greater than $1,000 under any Real Property Agreement for dilapidations or otherwise to restore the Leased Real Property at the end of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to term of such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any SubsidiaryReal Property Agreement. (d) Section 3.15(d) There are no structural, electrical, mechanical, plumbing, roof, paving or other defects in any improvements located on the Leased Real Property that adversely affect in any material respect the operations of the Company Disclosure Letter sets forth for each Lease Business at such property. (e) All of the Leased Real Property, as described in the Real Property Agreements, is occupied solely by the Willtek Group and Sublease (i) the expiration date of such Lease or Subleaseis being used exclusively for, (ii) any payments and in connection with such Lease or Sublease triggered or accelerated in connection with with, the transactions contemplated by this Agreement and (iii) the amount Business. None of the security depositLeased Real Property is subject to any agreement, if any, arrangement or understanding for its use by any Person other than Seller. (f) All improvements located at or comprising the Leased Real Property are in a good state of maintenance and repair and in a condition adequate and reasonably suitable for the conduct therein of the Business as it is conducted currently. All of the Leased Real Property exists and has been maintained by the Willtek Group in compliance with all applicable to such Lease or SubleaseLaws and the Real Property Agreements.

Real Property. (a) Neither Seller and the Company nor any of its Subsidiaries owns or has ever owned do not own any real propertyproperty used in the Business. (b) Section 3.15(bPart 2.14(b) of the Company Disclosure Letter contains a complete sets forth each (i) parcel of real property leased by the Company, and accurate list (ii) each parcel of all real property leased by the Seller or any Affiliate of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or Seller that is used primarily in the futureconduct of the Business as currently conducted (together with all rights, any real property title and interest of Seller or such Affiliate in excess of 7,500 square feet (such propertyand to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and each such leasea true and complete list of all leases, subleasesubleases, license licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreementagreements with respect thereto (collectively, a the “LeaseLeases”). The Company Seller has heretofore delivered or made available Made Available to Newco Purchaser a true and complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)each Lease. With respect to each Lease: (i) Except as disclosed on Part 2.14(b)(i) of the Leases: (A) Disclosure Letter, Seller, Company or the Company’s or Subsidiary’s possession and quiet enjoyment Affiliate of the Leased Real Property under such Lease has not been disturbed, and Seller that is a party to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and ; (Dii) there are no liens Seller, Company or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not any Affiliate of the type described Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in clause any Leased Real Property; (iii) The loan made to the Company for the Company’s fit-out and development in the amount of CHF 1,000,000 by the landlord under that certain Lease agreement between ▇▇▇▇▇▇▇▇ Grundstucke and the Company dated 13 June 1997, as amended has been repaid in full. (c) Neither Seller nor Company nor any Affiliate of the definition thereofSeller has received any written notice of (i) material violations of building codes and/or zoning ordinances or other Legal Requirements affecting the Leased Real Property, (ii) existing, pending or threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other moratorium proceedings, or similar matters which could reasonably be expected to adversely affect in any material respect the ability to operate the Leased Real Property as currently operated. Neither the whole nor any portion of any Leased Real Property has been materially damaged or destroyed by fire or other casualty since April 28, 2010. All improvements on the Leased Real Property, including all leasehold improvements, that were made after April 28, 2010, are in compliance with all applicable Legal Requirements and Orders. The Company and/or its Subsidiaries have owns and own valid leasehold estates has full legal title to the assets located in the Leased Real PropertyProperty in the Zurich premises, including installations made by the Company, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any LeaseEncumbrances. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b3.12(a) of the Company Seller Disclosure Letter contains Schedule sets forth a true and complete and accurate list of all description of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Owned Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: Owned Real Property, (Ai) the Company’s a Transferred Subsidiary or Subsidiary’s possession Asset Seller has valid, marketable and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and insurable fee simple title to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Owned Real Property, free and clear of all liens Encumbrances other than Permitted LiensEncumbrances and Permitted Title Encumbrances, (ii) the applicable Transferred Subsidiary or Asset Seller has not leased, subleased, licensed or otherwise granted to any Person the right to possess, use or occupy the Owned Real Property or any portion thereof, (iii) there are no outstanding options or rights of first refusal or other agreements granting to any Person any right to purchase or lease the Owned Real Property or any portion thereof or interest therein, and (iv) no Transferred Subsidiary or Asset Seller has received any written notice of any pending or threatened condemnation proceedings in the nature of eminent domain in connection with the Owned Real Property. (b) Section 3.12(b) of the Seller Disclosure Schedule sets forth a true and complete description, for each parcel of Leased Real Property, the Occupancy Agreement related thereto and the address thereof. An Asset Seller or Transferred Subsidiary, as applicable, has a good and valid leasehold interest in the Leased Real Property. To the knowledge Knowledge of Parent and Sellers, (i) an Asset Seller or Transferred Subsidiary, as applicable, has the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use and occupy the Leased Real Property for the full term of the Occupancy Agreement relating thereto, and (ii) each such Occupancy Agreement is valid and binding on each party thereto and is in full force and effect and enforceable in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. True and complete copies of all Occupancy Agreements for Leased Real Property (including all amendments thereto) have been made available to Buyer prior to the Agreement Date. No Asset Seller or occupy, now Transferred Subsidiary has assigned its interest under any such Occupancy Agreement or in the future, sublet any part of the Leased Real Property. With respect to each , and none of the Subleases: (A) to the Company’s Knowledge, there are no disputes them has received or delivered written notice of any default with respect to any such Sublease; Occupancy Agreement and, to the Knowledge of Parent and (B) Sellers, no event has occurred that with notice or the passage of time, or both, would constitute a default thereunder. None of Parent or any Seller has received written notice that any of the buildings, structures, fixtures or other party improvements on the Owned Real Property or Leased Real Property do not conform in all material respects to such Sublease is not an Affiliate ofall applicable Laws and use restrictions. Parent has not, and otherwise does not have no Asset Seller or Transferred Subsidiary has, received any economic interest inwritten notice within the past twenty-four (24) months of any pending or threatened condemnations, planned public improvements, annexation, special assessments, zoning or subdivision changes affecting the Company or any SubsidiaryLeased Real Property. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains Exhibit 1.53 attached hereto is a true, complete and accurate correct list of all of the existing material leases, subleases, licenses Real Property owned or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or leased by Seller and used in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)U.S. Display Business. With respect to each such parcel of the LeasesReal Property, except as set forth in Exhibit 1.53 attached hereto: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect pending or, to such Leasethe Knowledge of Seller, threatened condemnation proceedings, lawsuits or administrative actions relating thereto; (B) the Company there are no leases, subleases, licenses, concessions or Subsidiary has not collaterally assigned other agreements, written or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleasedoral, licensed or otherwise granted granting to any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not with respect to owned parcels of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes outstanding options or rights of first refusal to purchase, lease or otherwise acquire a parcel or any portion thereof or interest therein; to the Knowledge of Seller, there are no Persons (other than Seller) in possession of any owned parcel of Real Property, other than tenants under leases or subleases disclosed in Exhibit 1.53 attached hereto who are in possession of space to which they are entitled under such lease or sublease; to the Knowledge of Seller, there is no existing violation of or nonconformity with, and Seller is not under investigation with respect to, has not been charged with and has not received any written notice of any alleged violation of or nonconformity with, any restriction, condition, covenant, commitment, contract or agreement relating thereto, the non-compliance with which would have a Material Adverse Effect; Seller will promptly deliver to Buyer any surveys of any part of the owned Real Property that may be in the possession of Seller; there are no encroachments of buildings or improvements comprising a part of the Real Property onto adjacent property or onto any easements encumbering such SubleaseReal Property which would have a Material Adverse Effect; and Seller has obtained and delivered to Buyer the commitment (B) together with copies of all documentary exceptions listed or referred to therein, hereinafter referred to as the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d"Title Commitment") of Lawyers Title Insurance Corporation (the Company Disclosure Letter sets forth for "Title Company") to issue one or more owner’s (and lender’s) policies of title insurance insuring in one of the Companies good and marketable fee simple title to each Lease parcel of owned Real Property on ALTA Owner’s Form 1992, with no exceptions from coverage other than those pre-printed on the policy and Sublease the Permitted Liens. If Buyer desires to obtain, at its sole cost, such owner’s policies of title insurance at Closing, Seller agrees (i) to execute and deliver to Buyer at Closing the expiration date Title Company’s standard form of owners affidavit as to mechanics’ liens and possession (with such Lease or Subleasemodifications thereto as are necessary in order to make the affidavit factually accurate), (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection to use reasonable efforts to comply with the transactions contemplated by this Agreement customary and applicable requirements of Seller contained in the Title Commitment to have such policies issued and (iii) the amount to use reasonable efforts to clear up any of the security depositexceptions from coverage on the Title Commitment that do not in fact affect the Real Property; provided, if anyhowever, that Seller shall not be required to obtain updated or new surveys of any parcel of owned Real Property and that receipt of such owner’s policies by Buyer shall not be a condition precedent to Buyer’s obligations hereunder. Since January 1, 1998, the Seller has not received information or notice from any insurance company or board of fire underwriters requesting the performance of any work or alteration with respect to the Real Property outside of the ordinary course of business, or requiring a material increase in the insurance rates applicable to such Lease or Subleasethe Real Property.

Real Property. (a) Neither None of the Company nor any of its Subsidiaries Acquired Entities owns or has ever owned any real propertyproperty (whether beneficially or of record). (b) Section 3.15(bSchedule 6.13(b) of lists all surface leases (and the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under lands covered thereby) pursuant to which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any Acquired Entity leases real property with a book or market value in excess of 7,500 square feet $50,000 (all such propertylisted leases collectively, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “LeaseScheduled Leases”), together with a general description of any material improvements located thereon, in each case specifying the name of the lessor, lessee, sublessor or sublessee and the date and term of each lease. The Company A true and complete copy of each of the Scheduled Leases, as amended to date, has heretofore delivered or been made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)Acquirer. With respect The Person identified on Schedule 6.13(b) as the lessee or sublessee under any particular Scheduled Lease is the lessee or has succeeded to each the rights of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property lessee under such Scheduled Lease has not been disturbed, and to owns the Company’s or Subsidiary’s knowledge, there are no disputes with respect leasehold interest created pursuant to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, lease free and clear of all liens other than Liens except Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries Each Scheduled Lease is in material breach full force and effect and, to the Knowledge of any Contributor, constitutes a binding obligation of each landlord, lessor or sublessor thereunder, enforceable against such landlord, lessor or sublessor in accordance with its terms subject to Creditors’ Rights. No event has occurred that constitutes, or that with the giving of notice or the passage of time or both would constitute, a default under any LeaseScheduled Lease by any Acquired Entity or, to the Knowledge of any Contributor, by any other party to any Scheduled Lease or would permit termination, modification or, to the Knowledge of any Contributor, acceleration thereof by any party thereto other than an Acquired Entity. Each Person identified on Schedule 6.13(b) as the lessee or sublessee under any particular Scheduled Lease either owns the improvements located on the lands covered by such lease or validly occupies such improvements in accordance with the terms of such lease free and clear of all Liens except Permitted Liens or except as otherwise described on Schedule 6.13(b). (c) Section 3.15(c) of Except as set forth on Schedule 6.13(c), the Company Disclosure Letter contains a complete and accurate list of real property leased pursuant to the Scheduled Leases constitutes all of the existing subleases, licenses or similar agreements real property (each a “SubleaseReal Property”) granting to any Personwhich has been used in connection with the ownership and operations of the business of the Acquired Entities since December 31, 2011. Except as set forth on Schedule 6.13(b), other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s KnowledgeAcquired Entities, there are no disputes parties in possession of any portion of any Real Property as lessees, subtenants or tenants at sufferance. The Acquired Entities have full right and authority to use and operate all of the improvements located on the Real Property, subject to applicable Laws and Permitted Liens. Such improvements are being used, occupied and maintained in all material respects by the Acquired Entities in accordance with respect all applicable easements, Contracts, permits, insurance requirements, restrictions, building setback lines, covenants and reservations. There is no pending or, to the Knowledge of any Contributor, threatened condemnation, eminent domain or similar proceeding or special assessment affecting any of the Real Property, nor has any Contributor or any Acquired Entity received written notification that any such Sublease; and (B) proceeding or assessment is contemplated. Except as set forth on Schedule 6.13(c), to the other party to such Sublease is not an Affiliate of, and otherwise does not have Knowledge of any economic interest inContributor, the Company improvements located on the Real Property (the “Facilities”) are free from material structural and mechanical defects (including roofs) and have been used by Acquired Entities in the ordinary course of business and remain as of the Closing Date in suitable and adequate condition for such continued use. The Acquired Entities have not deferred maintenance of the Facilities in contemplation of the transactions contemplated by this Agreement. All of the Real Property has direct access to public roads without the use of any easement, license or any Subsidiaryright of way. (d) Section 3.15(d) Contributors have made available to Acquirer true and complete copies of all deeds, leases, title opinions, title insurance policies and surveys in the possession of the Company Disclosure Letter sets forth for each Lease and Sublease (i) Acquired Entities that relate to the expiration date Real Property, together with copies of such Lease all reports of any engineers, environmental consultants or Sublease, (ii) any payments other consultants in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount possession of the security deposit, if any, applicable Acquired Entities relating to such Lease or Subleaseany of the Real Property.

Real Property. (a) Neither DENTSPLY or its Subsidiaries, as the Company case may be, holds good, valid, legal and marketable fee title to the DENTSPLY Owned Real Property, free and clear of all Liens, except for Permitted Liens. (b) DENTSPLY or its Subsidiaries, as the case may be, has a valid and subsisting leasehold or subleasehold interest in the DENTSPLY Leased Real Property free and clear of all Liens, except for Permitted Liens. (c) The DENTSPLY Owned Real Property and the DENTSPLY Leased Real Property are referred to collectively herein as the “DENTSPLY Real Property.” The DENTSPLY Real Property constitutes all real property necessary for the conduct of the business of DENTSPLY and its Subsidiaries, taken as a whole, as currently conducted. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a DENTSPLY Material Adverse Effect, neither DENTSPLY nor any of its Subsidiaries owns has received written notice of any Proceedings in eminent domain, condemnation or has ever owned other similar Proceedings that are pending, and to DENTSPLY’s Knowledge there are no such Proceedings threatened, affecting any real property. (b) Section 3.15(b) portion of the Company Disclosure Letter contains a complete DENTSPLY Real Property and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or neither DENTSPLY nor any of its Subsidiaries uses has received written notice of the existence of any Order or occupies of any pending Proceeding relating to the ownership, lease, use, occupancy or has operation by any Person of the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased DENTSPLY Real Property”. Neither DENTSPLY nor any of its Subsidiaries has leased, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the a material right to use or occupy such Leased any of the material DENTSPLY Real Property or any material portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company Neither DENTSPLY nor any of its Subsidiaries is in material breach of has granted any option or default under other right to any Lease. (c) Section 3.15(c) third party to purchase any of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company material DENTSPLY Real Property or any of its Subsidiariesmaterial portion thereof. Except as has not had and would not reasonably be expected to have, any right to use or occupy, now individually or in the futureaggregate, any a DENTSPLY Material Adverse Effect, each DENTSPLY Real Property and all buildings and improvements located on the DENTSPLY Real Property are in a state of the Leased Real Property. With respect good operating condition, subject to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; reasonable wear and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiarytear. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither Section 3.12(a) of the Company nor any Disclosure Schedule sets forth the address, tax parcel identification number, and legal description of its Subsidiaries each parcel of Owned Real Property, as well as the titleholder of record with respect thereto. With respect to each parcel of Owned Real Property, the Person indicated on Section 3.12(a) of the Disclosure Schedule is the sole titleholder of record and owns or has ever owned any real propertygood and marketable indefeasible fee simple absolute title and all equitable interests therein to such Owned Real Property, together with all privileges, rights, easements, hereditaments, and appurtenances thereunto belonging, free and clear of all Liens, other than Permitted Liens. (b) Section 3.15(b3.12(b) of the Company Disclosure Letter contains Schedule sets forth the address of each parcel of Leased Real Property and a complete description of each Lease and accurate list the holder of the leasehold interest with respect thereto. To the Knowledge of Seller, no party to any Lease has threatened to cancel or not renew such Lease, nor has any party thereto threatened or alleged any material breach of such Lease. Subject to the respective terms and conditions in the Leases, the Person indicated on Section 3.12(b) of the Disclosure Schedule is the sole legal and equitable owner of the leasehold interest, and has all rights in each of the Leased Real Properties and possesses good and marketable leasehold title thereto, free and clear of all of the existing material leases, subleases, licenses or Liens other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)than Permitted Liens. With respect to each Lease, (i) neither Seller’s nor any of the Leases: (A) the Company’s or Subsidiary’s its Affiliates’ possession and quiet enjoyment of the Leased Real Property under such Lease has not ever been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no current material disputes with respect to such Lease; , (Bii) the Company no security deposit or Subsidiary portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not collaterally assigned been redeposited in full, (iii) neither Seller nor any of its Affiliates owes, or granted will owe in the future, any other security interest in brokerage commissions or finder’s fees with respect to such Lease or Lease, (iv) neither Seller nor any interest therein; (C) the Company or Subsidiary of its Affiliates has not subleased, licensed or otherwise granted any Person other party the right to use or occupy such Leased Real Property or any portion thereof; , and (D) there are no liens or encumbrances on the estate or interest created by such Lease, Persons other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or Seller or its Subsidiaries have and own applicable Affiliate occupying or holding valid leasehold estates in rights to occupy the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, (v) neither the Company Seller nor any of its Subsidiaries Affiliates has collaterally assigned or granted any security interest in such Lease or any interest therein, (vi) neither Seller nor any of its Affiliates has received written notice that either such Leased Real Property or the use or occupancy thereof violates in any way any applicable Permits, covenants, conditions or restrictions, whether foreign, federal, state, provincial, local or private, (vii) such Leased Real Property or the holder of the leasehold interest therein has received all required Permits in connection with the use and occupancy thereof, and (viii) such Leased Real Property, including the mechanical systems, HVAC systems, plumbing, electrical, security, utility and sprinkler systems, are in reasonable, working condition, subject only to normal, scheduled maintenance and ordinary wear and tear, are reasonably sufficient for the operation thereof for its current use, and neither Seller nor any of its Affiliates is aware of any material structural or other physical defect or deficiency in the condition of such Improvements, and, to the Knowledge of Seller, there are no facts or conditions that would, individually or in the aggregate, interfere in any material breach respect with the use or occupancy of such Improvements or default under any Leaseportion thereof in the operation of the Business as currently conducted thereon. Seller has received no written notice that either the Leased Real Property or the use or occupancy thereof violates in any way any applicable Permits, covenants, conditions or restrictions, whether foreign, federal, state, provincial, local or private, and, to the Knowledge of Seller, the Leased Real Property or the holder of the leasehold interest therein has received all required Permits in connection with the use and occupancy thereof. (c) Except as set forth in Section 3.15(c3.12(c) of the Company Disclosure Letter contains a complete Schedule, with respect to each parcel of Real Property: (i) there are no pending or, to the Knowledge of Seller, threatened condemnation Proceedings, suits or administrative actions relating to any such parcel or other matters adversely affecting the current use, occupancy or value thereof, (ii) Seller has received no written notice that the use, ownership, occupancy and accurate list of all operation of the existing subleasesReal Property in the manner in which it is now used, licenses owned, occupied and operated does not comply in all material respects with all zoning, building, use, safety or other similar agreements Laws, (each a “Sublease”iii) to the Knowledge of Seller, all Improvements on any such parcel are in good operating condition, ordinary wear and tear excepted, are supplied with utilities and other services necessary for the operation of the Business as currently conducted at such Real Property and sufficient for their current occupancy and use, (iv) neither Seller nor any of its Affiliates has received any notice of any special Tax, levy or assessment for benefits or betterments that affect any parcel of Real Property and, to the Knowledge of Seller, no such special Taxes, levies or assessments are pending or contemplated, (v) there are no Contracts granting to any Personthird party or parties the right of use or occupancy of any such Real Property, and there are no third parties in possession of any such Real Property, (vi) each such Real Property abuts on and has direct vehicular access to a public road and there is no pending or, to the Knowledge of Seller, threatened termination of such access, (vii) to the Knowledge of Seller, all water, oil, gas, electrical, steam, compressed air, telecommunications, sewer, storm and waste water systems and other than utility services or systems for such Real Property have been installed and are operational and sufficient for the Company or operation of the Business as currently conducted thereon, and neither Seller nor any of its SubsidiariesAffiliates has received any notice of discontinuance of or reduction in such services, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: and (Aviii) to the Company’s KnowledgeKnowledge of Seller, there are no disputes such Real Property is in material compliance with respect to such Sublease; all applicable Laws and (B) Permits, including, but not limited to, building, zoning, subdivision, health and safety and other land use and building codes, ordinances, statutes or Laws, including the other party to such Sublease is not an Affiliate ofAmericans with Disabilities Act of 1990, as amended, and otherwise does similar Laws in foreign jurisdictions in which a parcel of Real Property is situated, and all insurance requirements affecting such Real Property, and neither Seller nor any of its Affiliates has received notice of violation of any such Laws which have not have any economic interest in, the Company heretofore been cured or any Subsidiarycorrected. (d) Except as set forth in Section 3.15(d3.12(d) of the Company Disclosure Letter sets forth for each Lease Schedules, the Real Property constitutes all of the real property and Sublease (i) the expiration date of such Lease Improvements owned, leased, subleased, licensed or Sublease, (ii) any payments in connection with such Lease otherwise used or Sublease triggered or accelerated occupied in connection with the transactions contemplated by this Agreement and (iii) the amount Business. Neither Seller nor any of the security deposit, if any, applicable its Affiliates is party to such Lease any Contract or Subleaseoption to purchase or lease any other real property or any portion thereof or interest therein.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b4.21(a) of the Company ▇▇▇ Disclosure Letter contains sets forth a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of real property owned in fee simple by ▇▇▇ and its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased ▇▇▇ Owned Real Property”) and sets forth the location, description and use of each such lease, sublease, license or other agreement, a “Lease”)▇▇▇ Owned Real Property. The Company has heretofore delivered or made available to Newco a complete ▇▇▇ and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have good and own valid leasehold estates marketable title in fee simple to the Leased ▇▇▇ Owned Real Property, free and clear of all liens other than Liens, except for Permitted Liens. To the knowledge of the Company, neither the Company Neither ▇▇▇ nor any of its Subsidiaries is have granted any outstanding options, rights of first offer or rights of first refusal or other contractual right to purchase any such ▇▇▇ Owned Real Property or any portion thereof or interest therein in material breach favor of any non-Affiliated Person. Neither ▇▇▇ nor any of its Subsidiaries have leased, licensed or default under otherwise granted to any LeasePerson the right to possess, use, occupy or otherwise encumber any portion of the ▇▇▇ Owned Real Property. (cb) Section 3.15(c4.21(b) of the Company ▇▇▇ Disclosure Letter contains sets forth a complete and accurate list of all of the existing real property leased, licensed, subleased or otherwise used or occupied by ▇▇▇ and its Subsidiaries as of the date hereof (the “▇▇▇ Leased Real Property”). ▇▇▇ and its Subsidiaries have a valid and enforceable leasehold interest in all leases, subleases, licenses and occupancy agreements, as the same may have been amended, supplemented or similar agreements otherwise modified from time to time (each a the “Sublease▇▇▇ Leases”) granting ), free and clear of all subtenancies and other occupancy rights and Liens, with respect to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the ▇▇▇ Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge▇▇▇ Leases, neither ▇▇▇ nor its Subsidiaries are in breach thereof or default thereunder and there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not exist under any ▇▇▇ Lease any event which, with or without the giving of notice or the lapse of time or both, would constitute such a breach or default by ▇▇▇ or its Subsidiaries, except for such breaches and defaults as to which requisite waivers or consents have any economic interest in, the Company been obtained or any Subsidiarywhich would not have a ▇▇▇ Material Adverse Effect. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) No action, suit, investigation, arbitration, or administrative or other proceeding is pending or, to the expiration date Knowledge of such Lease ▇▇▇, threatened that would reasonably be expected to curtail or Subleaseinterfere with the current use and operation of any ▇▇▇ Leased Real Property in any material respect, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with all Permits have been obtained which are required by Law for the transactions contemplated by current uses of all ▇▇▇ Leased Real Property for the conduct of business as currently conducted and as planned to be conducted as of the date of this Agreement Agreement, and (iii) the amount ▇▇▇ has no Knowledge and has not received any written notice of a violation applicable to any building, zoning, health or other Law, contractual restriction or covenant or easements in respect of the security deposituse or occupation of the property and improvements subject to any ▇▇▇ Lease for the conduct of business as currently conducted or as planned to be conducted as of the date of this Agreement, if anyin each case, applicable which would have a ▇▇▇ Material Adverse Effect. (i) There are no condemnation, eminent domain or similar proceedings affecting any ▇▇▇ Leased Real Property that are currently pending or, to such Lease or Subleasethe Knowledge of ▇▇▇, threatened and (ii) to the Knowledge of ▇▇▇, the buildings, structures and material fixtures located upon the ▇▇▇ Leased Real Property are, in all material respects, in good repair, working order and condition, and free from any known defects (subject to normal wear and tear) and, in the case of buildings and other structures, are structurally sound.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b2.13(a) of the Company Disclosure Letter Schedule contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which Owned Real Property and the Company or any name of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)record title holder thereof. With respect to each such Owned Real Property either the Seller or one of the Leases: (A) the Company’s or Subsidiary’s possession Subsidiaries owns good and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect marketable title to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Propertyreal property, free and clear of all liens Encumbrances other than Permitted LiensEncumbrances. To the knowledge Except as described in Section 2.13(a) of the CompanyDisclosure Schedule, neither there are no leases, subleases, licenses, concessions or other agreements granting to any Person the Company nor right of use or occupancy of any material portion of its Subsidiaries such Owned Real Property; and there are no outstanding options or rights of first refusal to purchase any parcel of such Owned Real Property, any portion thereof or interest therein. The Owned Real Property, together with the Leased Real Property, includes all real property that is used, held for use or useful solely or primarily in the conduct of the Business, except for Excluded Assets. (b) Except as described in Section 2.13(b) of the Disclosure Schedule, there is no current, or to Seller's Knowledge, proposed condemnation proceeding, requisition or taking proposal by any public authority of any material breach portion of or default under any Leasethe Owned Real Property. (c) Section 3.15(c2.13(c) of the Company Disclosure Letter Schedule contains a complete and accurate list of all Leased Real Property and the names of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Propertylessee and lessor thereof. With respect to each of the Subleases: (A) to the Company’s To Seller's Knowledge, there are no disputes the leases with respect to such Sublease; property are in full force and (B) the other party to such Sublease is not an Affiliate ofeffect, and otherwise does not have any economic interest in, the Company Seller or any Subsidiary. (d) Section 3.15(d) one of the Company Disclosure Letter sets forth Subsidiaries holds a valid and existing leasehold interest under each of the leases free and clear of all Encumbrances except for Permitted Encumbrances. Buyer either has been supplied with, or has been given access to, complete and accurate copies of each Lease of the leases and Sublease (i) the expiration date none of such Lease or Subleaseleases have, (ii) to Seller's Knowledge, been modified in any payments in connection with material respect, except to the extent that such Lease or Sublease triggered or accelerated in connection with modifications are disclosed by the transactions contemplated by this Agreement and (iii) the amount copies delivered to Buyer. Neither Seller nor one of the security depositSubsidiaries is, if anyto Seller's Knowledge, applicable in default in any material respect under any of such leases, and, to such Lease Seller's Knowledge, none of the landlords or Subleaselessors are in default in any material respect thereunder.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b‎Section 4.10(a) of the Company Disclosure Letter Schedule contains a complete and accurate list list, as of the date hereof, of all of the existing material real property leases, subleasesincluding all amendments, licenses or other agreements under partial terminations, extensions, and modifications thereof, pursuant to which the applicable Company or any Entity is lessee of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any material real property in excess of 7,500 square feet (the “Leases”, and such propertyreal properties, the “Leased Real Property”, ) and each such lease, sublease, license or other agreement, a “Lease”the Easements (as defined below). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each As of the Leases: (A) date hereof, the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the applicable Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries Entities have and own a valid leasehold estates estate in the all Leased Real Property, free and clear of all liens Liens, other than Permitted Liens. To the knowledge None of the Company, neither the Company Sellers nor any of its Subsidiaries is the Company Entities are (with or without notice or lapse of time or both) in material breach of or default under any LeaseLease that is, or would reasonably be expected to be, material and adverse to the Company Entities. None of the Sellers nor any of the Company Entities have sent or received written notice of the termination, cancellation or non-renewal of, or alleging the breach of or challenging the rights conveyed under, any Lease that is, or would reasonably be expected to be, material and adverse to the Company Entities. No Company Entity has waived any material right under any Lease to which it is a party that is, or would reasonably be expected to be, material and adverse to the Company Entities. The applicable Companies have Made Available to Purchaser, copies of each of the Leases as in effect as of the date of this Agreement. (b) For purposes hereof, the term “Easements” shall mean all material easement agreements, right of way agreements, franchise agreements, and licenses of real property, including all material amendments, partial terminations, extensions, and modifications thereof, pursuant to which the applicable Company Entity has a beneficial easement, license, or right to use or occupy material real property owned by third parties and that is not Leased Real Property or Owned Real Property (such real properties, the “Easement Real Property”). The Easements and the Leases are defined herein as the “Real Property Documents”. As of the date hereof, the applicable Company Entities have valid Easements to use and occupy all Easement Real Property, free and clear of all Liens, other than Permitted Liens. None of the Sellers nor any of the Company Entities (with or without notice or lapse of time or both) is in breach or default under any Easement that is, or would reasonably be expected to be, material and adverse to the Company Entities. Since the Lookback Date, none of the Sellers nor any of the Company Entities have sent or received written notice of the termination, cancellation or non-renewal of, or alleging the breach of or challenging the rights conveyed under, any Easement that is, or would reasonably be expected to be, material and adverse to the Company Entities. Since the Lookback Date, no Company Entity has waived any material right under any Easement to which it is a party. The applicable Companies have Made Available to Purchaser, copies of each of the Easements as in effect as of the date of this Agreement. (c) Section 3.15(c4.10(c) of the Company Disclosure Letter Schedule contains a complete and accurate list list, as of the date hereof, of all of material real property owned by the existing subleases, licenses or similar agreements applicable Company Entities (each a the “Sublease”) granting to any Person, other than Owned Real Property” and together with the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of Easement Real Property and the Leased Real Property, the “Real Property”). With respect to each As of the Subleases: date hereof, (Ai) the applicable Company Entities have good and valid fee simple title to all Owned Real Property, free and clear of all Liens, other than Permitted Liens, (ii) no Company Entity has leased or otherwise granted to any Person rights to use or occupy the Company’s KnowledgeOwned Real Property that would reasonably be expected to materially impair the use or the operation of the business of the Company Entities at the Owned Real Property or that is not a Permitted Lien, and (iii) there are no disputes with respect to such Sublease; and (B) the other outstanding options, rights of first offer or rights of first refusal in favor of any third party to such Sublease is not an Affiliate of, and otherwise does not have purchase any economic interest in, the Company or any SubsidiaryOwned Real Property. (d) With respect to each Project listed on Section 3.15(d4.10(d) of the Company Disclosure Letter sets forth for Schedule, Sellers have Made Available a true and complete as-built survey, depicting the location of all of the Project facilities as of the date of such survey, and, to the Knowledge of the applicable Seller, since the date hereof, there have been no material changes in the location of any such Project facility. (e) With respect to each Lease Project, Sellers have Made Available to Purchaser, solely to the extent in their possession an owner’s, or lender’s policy of title insurance in the name of the applicable Company Entity, insuring the applicable Company Entity’s title in all real property interests necessary to own and Sublease operate the applicable Project. (f) Except as would not be material to the Company Entities or pursuant to Contracts Made Available to Purchaser, no Company Entity is bound as sublessor by any existing subleases of any of its existing Leased Real Property interests. (g) Except as would not be material to the Company Entities, none of the Sellers or Company Entities have received any notice in writing of, and there does not exist, any (i) pending or threatened in writing or, to the expiration date Knowledge of such Lease the applicable Seller, threatened orally condemnation or Subleasesimilar proceeding affecting any Real Property, (ii) violation of any payments in connection with building code, land use, zoning or other similar limitation, restriction or Law by the current use of the Real Property, or any intended use of a Real Property by a Company Entity, as currently designed by the Sellers or such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and Company Entities, (iii) special assessments proceeding pending or threatened in writing or, to the amount Knowledge of the security depositapplicable Seller, if anythreatened orally with respect to any interest in Real Property or (iv) notices of violation with respect to any Easements, covenants and restrictions or other similar charges or encumbrances on or with respect to the Real Property. (h) The Real Property Documents provide the Company Entities with real property interests sufficient to enable the applicable Project Companies to such Lease operate the Projects as they are currently operated, subject to and in accordance with all applicable Laws, Permits, and material Contracts and no material land rights, interests in real property, crossing agreements or Subleaseconsents other than the interests held under the Real Property Documents, are necessary for access to and operation (as currently conducted) of the Projects by the Company Entities.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever All real property and interests in real property owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company in fee by it or any of its Subsidiaries (individually, an “Owned Property”) and all real property and interests in real property leased, subleased, licensed, sublicensed, used or otherwise occupied by it or one of its Subsidiaries and any prime or underlying leases, subleases, licenses, sublicenses or other use or occupancy agreements relating thereto (individually, a “Leased Property”) are set forth or described in the Form 10-K filed by it with the SEC for the year ended December 31, 2018 or otherwise Previously Disclosed, except for any Owned Property or Leased Property that is not, individually or in the aggregate, material to it and its Subsidiaries, taken as a whole. It or its Subsidiaries, as applicable, has good and valid fee title to all Owned Property and good and valid leasehold title to all Leased Property (an Owned Property or Leased Property being sometimes referred to herein, individually, as a “Property” and, collectively, the “Properties”), in each case subject only to (a) (i) Liens described in the Form 10-K filed by it with the SEC for the year ended December 31, 2018, (ii) Liens that are Previously Disclosed or of record and not material or (iii) inchoate workmen’s, repairmen’s or other similar Liens arising or incurred in the ordinary course of business consistent with past practice relating to obligations as to which there is no default on the part of it or any of its Subsidiaries or that individually or in the aggregate, do not impair, and would not reasonably be expected to impair, in each case, in any material respect, the continued use and operation of the Property to which they relate in the conduct of the business of it or its Subsidiaries as presently conducted, (b) leases, subleases and similar agreements Previously Disclosed or for the benefit of it or its Affiliates or that are not material to it and its Subsidiaries taken as a whole or to the operation of the Property to which they relate and that were entered into in the ordinary course of business consistent with past practice and (c) easements, covenants, rights-of-way and other similar restrictions of record, if any, that, (i) are for the benefit of it or its Affiliates or (ii) are granted to third parties and, individually or in the aggregate, do not impair, and would not reasonably be expected to impair, in each case, in any material respect, the continued use and operation of the Property to which they relate in the conduct of the business of it or its Subsidiaries as presently conducted. Any reciprocal easements, option agreements, rights of first refusal or rights of first offer with respect to any Property at which a casino, hotel or golf project is operated are Previously Disclosed (or with respect to reciprocal easements, are of record), except with respect to any such Property that is not, individually or in the aggregate, material to it and its Subsidiaries, taken as a whole. To its knowledge, there are no physical conditions or defects at any of the Properties at which casino or hotel operations are conducted that impair or would be reasonably expected to impair the continued operation and conduct of the casino, hotel and related businesses as presently conducted at each such Property. To its knowledge, all leases, subleases, licenses, sublicenses and other use or occupancy agreements pursuant to which it or its Subsidiaries leases, subleases, licenses, sublicenses, uses or occupies or any Leased Property are valid and in full force and effect, except as has the right not had, and would not reasonably be expected to use or occupyhave, now individually or in the futureaggregate, any real property in excess a Material Adverse Effect on the Company or Parent, as applicable. Except as Previously Disclosed, no uncured default of 7,500 square feet (such propertya material nature on the part of it or, if applicable, its Subsidiary or, to its knowledge, the “Leased Real Property”landlord or sublandlord thereunder (as applicable), and each such exists under any lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available sublicense pursuant to Newco a complete and accurate copy which any of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the them uses any Leased Real Property under such Lease has not been disturbedProperty, and to no event has occurred or circumstance exists which, with the Company’s giving of notice, the passage of time, or Subsidiary’s knowledgeboth, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in would constitute a material breach of or default under any Leasethereunder. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither Schedule 3.27(a) sets forth a true, correct, and complete description (including the address thereof, the applicable owner thereof, and the use thereof) of all Real Property owned by the Target Company nor (the “Owned Real Property”). With respect to each Owned Real Property, (i) the Target Company has valid, good and marketable fee simple title to such Owned Real Property, free and clear of all Liens, except for Permitted Liens, (ii) the Target Company has not leased, subleased, licensed or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (iii) other than the right of its Subsidiaries owns the Acquirer pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein; (iv) the Target Company has ever owned not received any real propertywritten notice of any, and to the Knowledge of the Owners, there are no existing, pending or threatened condemnation or eminent domain proceedings relating to any portion of the Owned Real Property; and (v) to the Knowledge of the Owners, the Target Company has not breached or violated any local zoning ordinance, and no written notice from any Person has been received by the Target Company or served upon the Target Company claiming any violation of any local zoning ordinance. The Target Company is not a party to any agreement or option to purchase any Real Property or material interest therein. To the extent any are in the possession of or reasonably available to the Target Company, copies of any title insurance policies (together with copies of any documents of record listed as exceptions to the title on such policies) currently insuring each Owned Real Property and copies of the most recent surveys of the same have been made available to the Acquirer. (b) Section 3.15(bSchedule 3.27(b) of sets forth a true, correct and complete list (including the Company Disclosure Letter contains a complete address thereof, the applicable lessee thereof, and accurate list use thereof) of all of the existing material leases, subleases, licenses Real Property leased or other agreements under which subleased by the Target Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”) as well as a list of all leases, and each such leasesubleases, subleaselicenses, license occupancy agreements or other agreementagreements (including all amendments thereto and guaranties thereof) pursuant to which the Target Company leases or subleases any Real Property (collectively, a “LeaseLeases”). The Company has heretofore delivered or True and correct copies of all such Leases have been made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto)the Acquirer. With respect to each of the Leases: (Ai) the Company’s or Subsidiary’s possession it is a valid, legal and quiet enjoyment binding obligation of the Leased Real Property under such Lease has not been disturbedTarget Company generally enforceable in accordance with its terms against the Target Company and, and to the Company’s Actual Knowledge of the Owners, each other party thereto and is in full force and effect; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) no waiver, indulgence or Subsidiary’s knowledgepostponement of the lessees’ obligations thereunder have been granted by the lessors; (iv) there exists no breach or default, or event of default, thereunder by the Target Company or, to the Actual Knowledge of the Owners, by any other party thereto, except for such breaches, defaults or events of default that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (v) there exists no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a breach or default, or event of default, by the Target Company thereunder, except for such occurrences, conditions or acts that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (vi) there are no disputes with respect outstanding claims of breach or indemnification or notice of default or termination thereunder. There are (x) no written or oral subleases, concessions or other contracts granting to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person other than the Target Company the right to use or occupy such any Leased Real Property and (y) no outstanding options or rights of first refusal to purchase all or a portion of such properties. The Target Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any portion thereofLease or interest therein; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not Lease in favor of the type described in clause (iii) of the definition thereof. The Target Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, is free and clear of all liens other than Permitted Liens. To The Target Company has not received any written notice of any, and to the knowledge Actual Knowledge of the CompanyOwners, neither the Company nor any of its Subsidiaries is in material breach of there are no existing, pending or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses threatened condemnation or similar agreements (each a “Sublease”) granting eminent domain proceedings relating to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any portion of the Leased Real Property. With respect The Target Company has not received any written notice from any Person that any Leased Real Property is in violation of any local zoning ordinance and to each the Actual Knowledge of the Subleases: Owners, no Leased Real Property violates any local zoning ordinance. (Ac) The buildings, structures, improvements and fixtures located on the Owned Real Property and the Leased Real Property (the “Improvements”) and all building systems and equipment related to the Company’s Knowledge, there business located on the Owned Real Property and the Leased Real Property are in good operating conditions and repair in all material respects and are adequate and suitable for the purposes for which they are presently being used. There are no disputes material repair or restoration works likely to be required in connection with any of the Improvements located on the Owned Real Property. There are no material repair or restoration works likely to be required in connection with any Improvements located on the Leased Real Property for which the Target Company is liable for or obligated to perform under the applicable Lease. The Target Company is in physical possession and actual and exclusive occupation of the whole of the Owned Real Property and Leased Real Property, none of which are subleased or assigned to another Person. The Target Company does not owe any brokerage commission with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any SubsidiaryReal Property. (d) Section 3.15(d) of The Owned Real Property and the Company Disclosure Letter sets forth Leased Real Property collectively constitute all interests in real property currently used or currently held for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated use in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or SubleaseBusiness.

Real Property. (ai) Neither With respect to the Company real property owned by Actavis or any Subsidiary as of the date hereof (such property collectively, the “Actavis Owned Real Property”), except as would not reasonably be expected to have, individually or in the aggregate, an Actavis Material Adverse Effect, either Actavis or a Subsidiary of Actavis has good and valid title to such Actavis Owned Real Property, free and clear of all Liens, other than any such Lien (A) for Taxes or governmental assessments, charges or claims of payment not yet due and payable, being contested in good faith or for which adequate accruals or reserves have been established, (B) which is a carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other similar lien arising in the ordinary course of business, (C) which is disclosed on the most recent consolidated balance sheet of Actavis or notes thereto or securing liabilities reflected on such balance sheet, (D) which was incurred in the ordinary course of business since the date of the most recent consolidated balance sheet of Actavis or (E) which would not reasonably be expected to materially impair the continued use of the applicable property for the purposes for which the property is currently being used (any such Lien described in any of sub-clauses (A) through (E), “Actavis Permitted Lien”). As of the date hereof, neither Actavis nor any of its Subsidiaries owns has received notice of any pending, and to the knowledge of Actavis there is no threatened, condemnation proceeding with respect to any Actavis Owned Real Property, except proceedings which would not reasonably be expected to have, individually or has ever owned any real propertyin the aggregate, an Actavis Material Adverse Effect. (bii) Section 3.15(bExcept as would not reasonably be expected to have, individually or in the aggregate, an Actavis Material Adverse Effect, (A) of the Company Disclosure Letter contains a complete each material lease, sublease and accurate list of all of the existing material leases, subleases, licenses or other agreements agreement under which the Company Actavis or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, occupy any material real property in excess at which the material operations of 7,500 square feet Actavis and its Subsidiaries are conducted as of the date hereof (such property, the “Actavis Leased Real Property”), is valid, binding and each such leasein full force and effect and (B) no uncured default of a material nature on the part of Actavis or, subleaseif applicable, license or other agreementits Subsidiary or, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledgeknowledge of Actavis, there are no disputes the landlord thereunder exists with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Actavis Leased Real Property Property. Except as would not reasonably be expected to have, individually or any portion thereof; in the aggregate, an Actavis Material Adverse Effect, Actavis and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not each of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have has a good and own valid leasehold estates interest, subject to the terms of any lease, sublease or other agreement applicable thereto, in the each parcel of Actavis Leased Real Property, free and clear of all liens other than Liens, except for Actavis Permitted Liens. To the knowledge As of the Companydate hereof, neither the Company Actavis nor any of its Subsidiaries has received notice of any pending, and, to the knowledge of Actavis, there is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleasesno threatened, licenses or similar agreements (each a “Sublease”) granting condemnation proceeding with respect to any PersonActavis Leased Real Property, other than the Company or any of its Subsidiariesexcept such proceeding which would not reasonably be expected to have, any right to use or occupy, now individually or in the futureaggregate, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any SubsidiaryActavis Material Adverse Effect. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither Except for the Company nor any Office Leases set forth on Schedule 3.28, none of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses owns, or occupies or otherwise has the right to use or occupy, now or in the futurean interest in, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such including under any Real Property lease, sublease, space sharing, license or other occupancy agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each Each of the Leases: (A) the Company’s or Subsidiary’s possession Company and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have has good, valid and own valid subsisting title to its respective leasehold estates in the Leased Real Propertyoffices described on Schedule 3.28, free and clear of all liens other than Permitted Liens. To the knowledge None of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its SubsidiariesSubsidiaries has breached or violated any local zoning ordinance, and no notice from any right to use Person has been received by the Company or occupy, now or in the future, any of its Subsidiaries or served upon the Leased Real Property. Company or any of its Subsidiaries claiming any violation of any local zoning ordinance. (b) With respect to each Office Lease: (i) it is valid, binding and in full force and effect; (ii) all rents and additional rents and other sums, expenses and charges due thereunder have been paid; (iii) the lessee has been in peaceable possession since the commencement of the Subleases: original term thereof; (Aiv) to no waiver, indulgence or postponement of the Companylessee’s Knowledge, obligations thereunder has been granted by the lessor; (v) there are exists no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, default or event of default thereunder by the Company or any Subsidiary. of its Subsidiaries or by any other party thereto; (dvi) Section 3.15(dthere exists no occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default by the Company or any of its Subsidiaries thereunder; and (vii) there are no outstanding claims of breach or indemnification or notice of default or termination thereunder. The Company holds the leasehold estates on the Office Leases, free and clear of all Liens, except for Liens of mortgagees of the Real Property in which such leasehold estate is located. The Real Property leased by the Company Disclosure Letter sets forth is in a state of maintenance and repair in all material respects adequate and suitable for each Lease the purposes for which it is presently being used, and Sublease (i) the expiration date of such Lease there are no material repair or Sublease, (ii) any payments restoration works likely to be required in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount any of the security depositleased Real Properties. The Company is in physical possession and actual and exclusive occupation of the whole of the leased property, if any, applicable none of which is subleased or assigned to such Lease or Subleaseanother Person. The Office Leases lease all useable square footage of the premise located at the leased Real Property. The Company does not owe any brokerage commission with respect to any Real Property.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned STFC does not own any real property. (b) Section 3.15(b5.23(b) of the Company STFC Disclosure Letter contains sets forth a complete and accurate list of all of the existing material real property leased, licensed, subleased or otherwise used or occupied by STFC and its Subsidiaries as of the date hereof (the “STFC Leased Real Property”). STFC and its Subsidiaries have a valid and enforceable leasehold interest in all leases, subleases, licenses and occupancy agreements, as the same may have been amended, supplemented or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right otherwise modified from time to use or occupy, now or in the future, any real property in excess of 7,500 square feet time (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “LeaseSTFC Leases”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens subtenancies and other than Permitted occupancy rights and Liens. To , with respect to the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the STFC Leased Real Property. With respect to each the STFC Leases, neither STFC nor any of the Subleases: (A) to the Company’s Knowledge, its Subsidiaries are in breach thereof or default thereunder and there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not exist under any STFC Lease any event which, with or without the giving of notice or the lapse of time or both, would constitute such a breach or default by STFC or its Subsidiaries, except for such breaches and defaults as to which requisite waivers or consents have any economic interest in, the Company been obtained or any Subsidiarywhich would not have a STFC Material Adverse Effect. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) No action, suit, investigation, arbitration, or administrative or other proceeding is pending or, to the expiration date Knowledge of such Lease STFC, threatened that would reasonably be expected to curtail or Subleaseinterfere with the current use and operation of any STFC Leased Real Property in any material respect, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with all Permits have been obtained which are required by Law for the transactions contemplated by current uses of all STFC Leased Real Property for the conduct of business as currently conducted and as planned to be conducted as of the date of this Agreement Agreement, and (iii) the amount STFC has no Knowledge and has not received any written notice of a violation applicable to any building, zoning, health or other Law, contractual restriction or covenant or easements in respect of the security deposituse or occupation of the property and improvements subject to any STFC Lease for the conduct of business as currently conducted or as planned to be conducted as of the date of this Agreement, if anyin each case, applicable which would have a STFC Material Adverse Effect. (i) There are no condemnation, eminent domain or similar proceedings affecting any STFC Leased Real Property that are currently pending or, to such Lease or Subleasethe Knowledge of STFC, threatened and (ii) to the Knowledge of STFC, the buildings, structures and material fixtures located upon the STFC Leased Real Property are, in all material respects, in good repair, working order and condition, and free from any known defects (subject to normal wear and tear) and, in the case of buildings and other structures, are structurally sound.

Real Property. (a) Neither the Company nor any of its the Company Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b4.24(b) of the Company Disclosure Letter contains sets forth, as of the date of this Agreement, a true, correct and complete and accurate list of all of the existing material leasesreal property leased, subleasessubleased, licenses licensed or other agreements under which otherwise occupied by the Company or any of its the Company Subsidiaries uses or occupies or has and the right to use or occupyaddress thereof (each, now or in the future, any real property in excess of 7,500 square feet (such property, the a “Leased Real Property”) and, and with respect to each such material Leased Property, each lease, sublease, license license, sublicense or other occupancy agreement, in each case, including all amendments, renewals, and guarantees thereto, demising any such Leased Property to the Company or any Company Subsidiary (each, a “LeaseLease Agreement”). The Leased Property constitutes all of the real property used by the Company. Each Lease Agreement is in full force and effect, and except as has not had, and would not reasonably be expected to have, a Company has heretofore delivered or made available Material Adverse Effect, the Acquired Companies (i) hold a valid and existing leasehold interest in each Leased Property and (ii) hold good and valid title to Newco a complete all material tangible properties and accurate copy assets, in each case, free and clear of all Leases Liens other than Permitted Liens. (including all modifications, amendments, supplements, waivers and side letters thereto). c) With respect to each Leased Property, neither the Company nor any of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease Company Subsidiaries has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed licensed, sublicensed or otherwise granted any Person the anyone a right to use or occupy such Leased Real Property or any portion thereof; , or otherwise assigned, pledged, hypothecated, mortgaged or otherwise transferred any lease, sublease, license, sublicense or other interest therein, except, in each case, as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. (Dd) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither Neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleasesSubsidiaries nor, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the any other party to such Sublease thereto is not an Affiliate in material breach of, or is in violation or default under any Lease Agreement and otherwise does not have any economic interest inno event has occurred that, with notice or lapse of time or both, would constitute such a material breach, violation or default by the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) Subsidiaries or, to the expiration date of such Lease or SubleaseCompany’s Knowledge, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Subleaseother party thereto.

Real Property. (a) Neither Section 3.12(a) of the Seller Disclosure Schedule sets forth a complete and accurate, in all material respects, list of all of the real property owned in fee simple by the Transferred Company nor or any of its Subsidiaries owns as of the date of this Agreement (the “Owned Real Property”). The Transferred Company and its Subsidiaries, as applicable, have good and valid fee simple title to all Owned Real Property and to all of the buildings, structure and other improvements located thereon and affixed thereto, free and clear of all Liens, except Permitted Liens. As of the date of this Agreement, neither Seller nor its Subsidiaries have received written notice of any default, and to the Knowledge of the Seller, there is no default under any restrictive covenants affecting the Owned Real Property and there has not occurred any event that with the lapse of time or has ever owned the giving of notice or both would constitute such a default under any real propertysuch restrictive covenant, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect to the Transferred Company and its Subsidiaries, taken as a whole. (b) Section 3.15(b3.12(b) of the Company Seller Disclosure Letter contains Schedule sets forth a complete and accurate accurate, in all material respects, list of all of the existing real property leased by the Transferred Company or any Subsidiary thereof as lessee as of the date of this Agreement that is material leasesto the conduct of the Business (the “Leased Real Property” and, subleasestogether with the Owned Real Property, licenses the “Real Property”). The Transferred Company and its Subsidiaries, as applicable, have a leasehold or subleasehold (as applicable) interest in all Leased Real Property and owns or has a leasehold interest in all of the buildings, structures and other agreements improvements located thereon and affixed thereto, free and clear of all Liens, except Permitted Liens. (i) All leases and subleases for the Leased Real Property under which the Transferred Company or any of its Subsidiaries uses is a lessee or occupies sublessee (a) are in full force and effect and are enforceable against the respective lessors, in accordance with their respective terms, subject to Permitted Liens and the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or has preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the right effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and (b) will continue to use or occupy, now or be in full force and effect immediately following the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”Closing, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each ii) as of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment date of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Companythis Agreement, neither the Company Seller nor any of its Subsidiaries is in material breach has received any written notice of or any default under any Leasesuch lease or sublease affecting the Leased Real Property and to the Knowledge of Seller, no event has occurred or conditions exist that, if not cured, with the giving of notice, the passage of time, or both, would constitute a material default or that would permit the termination of any such lease or sublease, except as in each of cases (i) and (ii) would not, individually or in the aggregate, reasonably be expected to have a material adverse effect to the Transferred Company and its Subsidiaries, taken as a whole. (c) Section 3.15(c3.12(c) of the Company Seller Disclosure Letter contains Schedule sets forth, to the Knowledge of Seller, a complete and accurate accurate, in all material respects, list of all easements, licenses, crossing agreements or other agreements as of the existing subleasesdate of this Agreement benefiting, licenses entered into or similar agreements (each a “Sublease”) granting to any Person, other than obtained by Seller or the Transferred Company or any of its SubsidiariesSubsidiaries with respect to any gas, electric or water supply rights or other utility or access rights whether or not appurtenant to the Owned Real Property or Leased Real Property, and which burden real properties owned by parties other than the Transferred Company or any right of its Subsidiaries and which are material to use the conduct of the Business. All such easements, licenses or occupyother agreements are (i) free and clear of all Liens granted by the Transferred Company or Subsidiary thereof, now except Permitted Liens and (ii) except as would not, individually or in the futureaggregate, reasonably be expected to have a Material Adverse Effect, in full force and effect and either the Transferred Company or its Subsidiaries holds a valid and existing, legally binding and enforceable interest under such easement, licenses or other agreement. To the Knowledge of Seller, (x) as of the date of this Agreement, neither Seller nor any of the Leased Real Property. With respect to each its Subsidiaries has received any written notice of the Subleases: (A) any default which remains uncured under any such easement, licenses or other agreement and to the Company’s KnowledgeKnowledge of Seller, there are no disputes event has occurred or conditions exist that, if not cured, with respect to the giving of notice, the passage of time, or both, would constitute a material default or that would permit the termination of any such Sublease; easement, licenses or other agreement and (By) such easement, licenses or other agreements will continue to be in full force and effect immediately following the other party Closing, except as would not, individually or in the aggregate, reasonably be expected to such Sublease is not an Affiliate ofhave a material adverse effect to the Transferred Company and its Subsidiaries, and otherwise does not have any economic interest in, the Company or any Subsidiarytaken as a whole. (d) Section 3.15(d) There are no leases, subleases, licenses, concessions or other agreements granting to any party or parties the right of use or occupancy of any portion of the Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect to the Transferred Company Disclosure Letter sets forth for each Lease and Sublease its Subsidiaries, taken as a whole. (ie) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount None of the security depositTransferred Company or its Subsidiaries have received any written notice from any Governmental Entity and, if anyto the Knowledge of Seller, applicable to such Lease there does not exist any condemnation, expropriation or Subleaseother proceeding in eminent domain pending or threatened, against any Real Property or any material portion thereof or material interest therein.

Real Property. (a) Neither A complete and accurate list and description of all real property owned by Able or its Subsidiaries (other than Easements), in each case which is used or useful in the Company nor any conduct of the Business, is set forth in Schedule 4.12(a) (the "Owned Real Property"). Able or one of its Subsidiaries owns or has ever owned any real propertygood, valid and marketable title in fee simple to each Owned Real Property free and clear of all Liens except Permitted Liens. (b) Section 3.15(b) of the Company Disclosure Letter contains a A complete and accurate list and description of all the real property leased to Able or its Subsidiaries (other than Easements), in each case which is used or useful in the conduct of the existing Business (the "Leased Real Property"), is set forth in Schedule 4.12(b). Except as set forth on Schedule 4.12(b), all Material Leases are in writing and are valid, effective, binding and in full force and effect. There has been no material leasesbreach of, subleasesor default under, licenses any Material Lease by Able or other agreements under which the Company or any one of its Subsidiaries uses or occupies or has the right or, to use or occupy, now or in the futureAble's Knowledge, any real property in excess other Person, which breach or default has not been cured or waived (and no event has occurred which, with due notice or lapse of 7,500 square feet (such propertytime or both, the “Leased Real Property”may constitute a breach or default), and each such lease, sublease, license no party to any Material Lease has given Able or other agreement, a “Lease”). The Company has heretofore delivered one of its Subsidiaries written notice or made available a claim with respect to Newco any breach or default under a Material Lease. A true and complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Material Leases: , as amended to date, has been furnished to Bracknell. Able or one of its Subsidiaries is the lessee or sublessee under all Material Leases or has succeeded (Aor will succeed prior to the Closing Date) to the Company’s or Subsidiary’s possession and quiet enjoyment rights of the Leased Real Property lessee under such Lease has not been disturbed, Material Leases and to owns the Company’s or Subsidiary’s knowledge, there are no disputes with respect leasehold interest created pursuant to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, Leases free and clear of all liens other than Liens except Permitted Liens. To the knowledge of the Company, neither the Company nor any Able or one of its Subsidiaries is in material breach of or default under validly occupies any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of improvements located on the Leased Real Property. With respect to each Property in accordance with the terms of the Subleases: (A) to relevant Leases free and clear of all Liens except Permitted Liens. All consents required under the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated Material Leases in connection with the transactions contemplated by this Agreement and (iii) the amount have been, or as of the security depositClosing Date will be, if anyobtained and furnished in writing to Bracknell. (c) A complete and accurate list and description of all easements, applicable the beneficial interest of which is owned by Able or one of its Subsidiaries, in each case which is used or useful in the conduct of the Business is listed in Schedule 4.12(c) (the "Easements"). Schedule 4.12(c) also lists, with respect to such Lease each Easement, all contracts or Sublease.other agreements (collectively, the "Easement Contracts") pursuant to which Able or one of its Subsidiaries (i) acquired rights to the Easement, and/or (ii) granted rights to others to use or access any wires, cables, or other conduit located within the respective

Real Property. (a) Neither Schedule 4.18(a) sets forth a list, as of the Agreement Date, of the Owned Real Property and Leased Real Property. Company nor any and Company Subsidiary each has good and valid title to all Owned Real Property as of its Subsidiaries owns the Agreement Date and valid title to the leasehold estate (as lessee or has ever owned any sublessee) in all Leased Real Property set forth on Schedule 4.18(a), in each case free and clear of all Liens, except for Permitted Liens and except for: (i) Liens that secure Debt that are reflected on the Balance Sheet; (ii) zoning, building and other generally applicable land use restrictions and applicable Law; and (iii) Liens that have been placed by a third party on the fee title of real propertyproperty constituting Leased Real Property or real property over which Company or Company Subsidiary have easement rights, and subordination or similar agreements relating thereto. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete Except as set forth in Schedule 4.18(b), all leases and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of subleases for the Leased Real Property under which Company or Company Subsidiary is a lessee or sublessee are in full force and effect and are enforceable, in all material respects, in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, and no written notices of material default under any such Lease lease or sublease have been sent or received by Company, Company Subsidiary or their respective Affiliates during the period from January 1, 2012 through the Agreement Date. (c) None of Company, Company Subsidiary or their respective Affiliates has not been disturbedreceived any written notice from any Government Authority asserting any violation or alleged violation of applicable Laws with respect to any Real Properties that remains uncured as of the Agreement Date and that would reasonably be expected to have a Company Material Adverse Effect. (d) None of Company, Company Subsidiary nor any of its Affiliates has received written notice of (x) any condemnation, eminent domain or similar proceeding affecting any portion of any of such buildings or premises or any access thereto, and to the Company’s Knowledge of Seller no such proceedings are contemplated or Subsidiary’s knowledge(y) any special assessment or pending improvement liens to be made by any Government Authority which could materially and adversely affect any of such buildings or premises. (e) Notwithstanding anything in this Agreement to the contrary, there the representations and warranties made by Seller in this Section 4.18 are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) sole and exclusive representations and warranties made regarding the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Owned Real Property and Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any LeaseProperty matters. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (bi) Section 3.15(b3(p)(i) of the Company Disclosure Letter contains a complete Schedule sets forth the address and accurate list description of all each parcel of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Owned Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each parcel of the Leases: Owned Real Property: (A) a Seller or Target Company has good and marketable fee simple title to such Owned Real Property, free and clear of all Liens (except for Permitted Liens or Liens that will be released on or prior to the Company’s Closing, whether pursuant to the Sale Order or Subsidiary’s possession and quiet enjoyment otherwise) as of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; Closing; (B) Other than the Company Third Party Leases, (i) none of Sellers or Subsidiary Target Companies has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleasedleased, licensed or otherwise granted to any Person the right to use or occupy all or any part of the Owned Real Property and there are no Persons other than Sellers or the Target Companies in possession of any such Leased Owned Real Property; (C) other than the rights of Buyers pursuant to this Agreement and the rights of the Tiwest Joint Venture Participants under the Tiwest Joint Venture Documents, none of Sellers or Target Companies is a party to any unrecorded and outstanding options, rights of first offer or rights of first refusal to purchase, preferential purchase rights or similar rights, or agreement to sell, mortgage, pledge, hypothecate, lease, sublease, license, convey, alienate, transfer or otherwise dispose of, any Owned Real Property or any portion thereof; and ; (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not the rights of the type described Tiwest Joint Venture Participants under the Tiwest Joint Venture Documents, none of Sellers or Target Companies is party to any agreement or option to purchase any real property relating to the Acquired Business; and (E) Sellers have furnished to Buyers or made available to Buyers true, correct and complete copies of all deeds, title opinions, title insurance policies and surveys in clause their possession that relate to the Owned Real Property. With respect to the foregoing subparagraphs (iiiA) through (D) above, the representations and warranties with respect to the JV Owned Real Property are qualified to Sellers’ Knowledge. (ii) Section 3(p)(ii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in Disclosure Schedule sets forth (x) the address of each Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (cy) Section 3.15(c) of the Company Disclosure Letter contains a true and complete and accurate list of all Leases and Third Party Leases. Sellers have made available to Buyers true, correct and complete copies of all Leases and Third Party Leases, as amended through the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Propertydate hereof. With respect to each of the Subleases: Leases and Third Party Leases, as applicable: (A) such Lease or Third Party Lease, as applicable (1) is legal, valid, binding, enforceable, and in full force and effect as against a Seller, Tiwest or a Target Company, or to the Knowledge of Sellers with respect to the JV Leased Real Property only, against Tronox Australia the Tiwest Joint Venture Participants, as applicable, subject in each case to the application of any bankruptcy or other creditor’s rights laws; and (2) to Sellers’ Knowledge, is legal, valid, binding, enforceable, and in full force and effect as against the counterparty to such Lease or Third Party Lease (as applicable); provided that in the case of the JV Leased Real Property only, the representations and warranties contained in this item (2) of this Section 3(p)(ii)(A) are made and limited to Sellers’ Knowledge, subject in each case to the application of any bankruptcy or other creditor’s rights laws; (B) as to the Leases, one or more of Seller, Target Company or Tiwest, or to the Knowledge of Sellers with respect to the JV Leased Real Property only, the Tiwest Joint Venture Participants, as applicable, identified as the “lessee” or “tenant” under each such Lease is the lessee thereunder or has succeeded to the rights of the lessee under such Lease and owns the leasehold interest created pursuant to such lease free and clear of all Liens, except for Permitted Liens or Liens that will be released on or prior to the Closing (whether pursuant to the Sale Order or otherwise); (C) none of Sellers, Target Companies or Tiwest, or to the Knowledge of Sellers with respect to the JV Leased Real Property only, the Tiwest Joint Venture Participants, as applicable, is in breach or default under such Lease or Third Party Lease in any material respect and, to Sellers’ Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such breach or default under any Lease or Third Party Lease; and (D) no Seller, nor any Target Company’s , nor Tiwest, nor, to Sellers’ Knowledge, with respect to the JV Leased Real Property only, any Tiwest Joint Venture Participant, has assigned, subleased, sublicensed, mortgaged, pledged or otherwise encumbered or transferred its interest, if any, under any Lease or Third Party Lease. (iii) To the Knowledge of Sellers, there are no disputes pending or proposed special assessments or re-assessments of any parcel of land included in the Owned Real Property that could reasonably be expected to result in a material increase in the real property Taxes or other similar charges payable by any Seller, Target Company or Tiwest with respect to such Sublease; any parcel of Owned Real Property or in the rent, additional rent or other sums and (B) the other party to such Sublease is not an Affiliate ofcharges payable by any Seller, and otherwise does not have any economic interest in, the Target Company or any SubsidiaryTiwest under the Leases. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) The Disclosure Schedule sets forth a complete list and the location of all Real Property, indicating whether each such property is (i) owned or leased by any Warranted Subsidiary and (ii) subject to any Encumbrances. True and complete copies of all deeds, title registration certificates, title insurance policies and surveys relating to the Real Property (as relevant) and all documents evidencing all Encumbrances upon the Real Property have heretofore been made available to Purchaser. There are no proceedings, claims, disputes or conditions affecting any Real Property that would reasonably be expected to materially interfere with the ownership and use of such Real Property in the business of the JVCo Group in a manner consistent with such ownership and use prior to the date hereof. Neither the Company whole nor any portion of its Subsidiaries owns the Real Property nor any other assets of any Warranted Subsidiary is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor has ever owned any real propertysuch condemnation, expropriation or taking been proposed or, to the Knowledge of the Shareholders, threatened. No Warranted Subsidiary is a party to any lease, assignment or similar arrangement under which any Warranted Subsidiary is a lessor, assignor or otherwise makes available for use by any third party any portion of Real Property. (b) Section 3.15(bEach Warranted Subsidiary has obtained all appropriate certificates of occupancy, licenses, easements and rights of way, including proofs of dedication, required to use and operate the Real Property in the manner in which the Real Property is currently being used and operated. Each Warranted Subsidiary has all approvals, permits and licenses (including any and all environmental permits and all timber management, harvesting, transport and other appropriate permits and licenses) necessary to own or operate the Real Property as currently owned and operated; and no such approvals, permits or licenses will be required, as a result of the Company Disclosure Letter contains a complete and accurate list of all of Transaction or the existing material leasesRestructuring, subleasesto be issued after the date hereof in order to permit Warranted Subsidiaries, licenses following the Closing, to continue to own or other agreements under which operate the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or Real Property in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Leasesame manner as heretofore, other than Permitted Liens which any such approvals, permits or licenses that are not of ministerial in nature and are normally issued in due course upon application therefore without further action by the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Leaseapplicant. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

Real Property. (a) Neither JML represents and warrants that JML has good and marketable title to the Company nor Real Property, subject to no Liens of any of its Subsidiaries owns kind in, to or has ever owned any real propertyon said Real Property, except for the Permitted Exceptions, Permitted Liens and Encumbrances and as may otherwise be shown on the Commitment. (b) Section 3.15(b) No Claims are pending or, to the Knowledge of the Company Disclosure Letter contains a complete Frontier Member and accurate list of all of JML, threatened, against the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear or to the Knowledge of all liens other than Permitted Liens. To the knowledge JML threatened against JML, which could reasonably be expected to have a material adverse effect on development or use of the Company, neither Real Property for the Company nor any of its Subsidiaries is in material breach of or default under any Leaseanticipated Facility. (c) Section 3.15(c) The Frontier Member represents and warrants that it has not received any written notice of nor, to the Knowledge of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleasesFrontier Member, licenses is there any pending or contemplated condemnation, eminent domain or similar agreements (each a “Sublease”) granting to any Person, other than proceeding affecting the Company Real Property or any part thereof. JML represents and warrants that it has not received any written notice of its Subsidiariesnor, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s KnowledgeKnowledge of JML, is there are no disputes with respect to such Sublease; and (B) any pending or threatened condemnation, eminent domain, or similar proceeding affecting the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company Real Property or any Subsidiarypart thereof. (d) Section 3.15(d) JML represents and warrants with respect to itself and the Frontier Member represents and warrants with respect to itself that it has complied and is in compliance in all material respects with all Applicable Laws and all restrictive and/or protective covenants applicable to the Real Property, except such noncompliance that could not reasonably be expected to have a material adverse effect on development or use of the Real Property for the anticipated Facility. (e) Except for an Access Agreement dated as of June 24, 2010, with the Frontier Member or as disclosed herein or provided to the Company Disclosure Letter sets forth for each Lease and Sublease in writing pursuant to this Agreement, (i) JML represents and warrants that there are no contracts, arrangements or commitments of JML in connection with the expiration date Real Property and there are no leases or any other parties in possession of the Real Property or having any rights to possession of the Real Property, and (ii) the Frontier Member represents and warrants that there are no contracts, arrangements or commitments of the Frontier Member in connection with the Real Property and that there are no leases or any other parties in possession of the Real Property or having any rights to possession of the Real Property. No party has any option to acquire or lease all or any part of the Real Property except as contemplated in this Agreement. (i) There are no unpaid assessments (governmental or otherwise) for sewer, water, paving, electrical power, improvements or otherwise incurred or levied or otherwise affecting the Real Property except as may otherwise be shown on the Commitment; (ii) to the Knowledge of JML, no such Lease assessments are threatened; (iii) to the Knowledge of the Frontier Member, no such assessments are threatened; and (iv) JML represents and warrants with respect to itself and the Frontier Member represents and warrants with respect to itself that it has made no commitments (other than payment of taxes) to any government authority, utility company, religious body, home-owners group or Subleaseassociation, or any other entity relating to the Real Property which would impose an obligation on the Company or its successors or assigns to make any contribution or dedication of money or land or to construct or maintain any improvements of a PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. public or private nature on or off of the Real Property, except such commitments as may be contemplated by the Renaissance Zone Development Agreement: Renewable Energy Facility, dated December 7, 2010, among the Michigan Strategic Fund, ▇▇▇▇▇▇▇▇ Realty Corporation (a party related to JML) and the Frontier Member, as it may be modified (“RZDA”), the Michigan Grant Program, this Agreement or the JV Agreement. (g) To the Knowledge of JML, the Real Property is free from and has not been used for the storage, holding, existence, manufacture, release, treatment, abatement, removal, disposition, handling, transportation, or disposal of any Hazardous Materials from, under, into, or on the Real Property, other than the use, handling, storage, or sale of any such materials in not significant quantities in the ordinary course of business and in accordance with all Applicable Laws. To the Knowledge of the Frontier Member, the Real Property is free from and has not been used for the storage, holding, existence, manufacture, release, treatment, abatement, removal, disposition, handling, transportation, or disposal of any Hazardous Materials from, under, into, or on the Real Property, other than the use, handling, storage, or sale of any such materials in not significant quantities in the ordinary course of business and in accordance with all Applicable Laws. “Hazardous Materials” means (i) any “hazardous waste” as defined by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.), as amended from time to time, and the regulations promulgated thereunder (“RCRA”); (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with “hazardous substance” as defined by the transactions contemplated by this Agreement Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.) (“CERCLA”), as amended from time to time, and the regulations promulgated thereunder; (iii) the amount any petroleum-based products; (iv) any substance which by any applicable governmental requirements requires special handling or notification of the security depositany federal, if anystate or local governmental entity in its collection, storage, treatment, or disposal; and (vi) any other substances which are now classified or considered to be hazardous or toxic under applicable to such Lease or Subleasegovernmental requirements.

Real Property. (ai) Neither the Company No Seller owns, nor has it previously owned, nor does any of its Subsidiaries owns Seller hold any options or has ever owned contractual obligations to purchase or acquire any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the futureinterest in, any real property (an “Owned Real Property”) other than the Facility. Each Seller has good and valid title to all of its respective Owned Real Property, in excess each case free and clear of 7,500 square feet all Liens except Permitted Liens. (such propertyii) Set forth on Part 3.8(a)(ii) of the Disclosure Memorandum is a list of all leases and subleases of any real property to which any Seller is a party (each, the a “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company Each Seller has heretofore delivered or made available to Newco a complete good and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and valid title to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the all of its respective Leased Real Property, in each case free and clear of all liens other than Liens except Permitted Liens. (iii) Each Owned Real Property and Leased Real Property and each of the Improvements thereon (collectively, the “Sellers Real Property”) is in good operating condition and repair, ordinary wear and tear excepted, and is suited for the operation of the Business as presently conducted and as presently proposed to be conducted. There is no condition or defect of the Sellers Real Property thereon that could materially affect their use or operation in the Business. Sellers enjoy peaceful and undisturbed possession of all Sellers Real Property. Sellers have valid easements and rights of way necessary to conduct the Business as it is currently conducted and proposed to be conducted, and following the consummation of the Closing, such easements and rights of way will remain valid and in full force and effect. No options have been granted by any Seller to others to purchase, lease or otherwise acquire any interest in any Sellers Real Property or any part thereof. Sellers have the exclusive right of possession of all Sellers Real Property. (iv) To the Knowledge of Company, all aspects of the Sellers Real Property and the present use, occupancy and operation thereof are in compliance, in all material respects, with all Laws and private restrictive covenants of record, and there has not been any proposed change thereto that would affect any of the Sellers Real Property or its use, occupancy or operation. No Seller has received any written or oral communications alleging any conflict or dispute relating to any Sellers Real Property or the activities thereon. To the knowledge Knowledge of Company, no portion of the Company, neither the Company nor any of its Subsidiaries Sellers Real Property is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting subject to any Personclassification, other than the Company designation or preliminary determination of any of Government Authority or pursuant to any Law that would restrict its Subsidiariesuse, any right to use development, occupancy or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated operation in connection with the transactions contemplated by this Agreement and (iii) Business. Neither Sellers nor any other Person have caused any work or Improvements to be performed upon or made to any of Sellers Real Property for which there remains outstanding any payment obligation that would or might serve as the amount basis for any Lien in favor of the security depositPerson who performed the work. (v) All requisite certificates of occupancy and other permits and approvals required to be obtained by any Seller with respect to Sellers Real Property and the use, if any, applicable occupancy and operation thereof have been obtained and paid for and are currently in effect and allow Sellers to such Lease or Subleaseoperate the Business as presently conducted and as presently proposed to be conducted.